EXHIBIT 10.69


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THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"),  OR UNDER  THE  SECURITIES  LAW OF ANY  STATE OR OTHER
JURISDICTION.  NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED,  ENCUMBERED,  HYPOTHECATED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED  PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION  THAT IS EXEMPT
FROM,  OR NOT SUBJECT  TO, SUCH  REGISTRATION  UNDER THE  SECURITIES  ACT OR ANY
APPLICABLE STATE SECURITIES LAWS.

                                 PROMISSORY NOTE

U.S. $1,029,935.81                                        As of December 1, 2004

         For value  received,  the  undersigned,  Ramp  Corporation,  a Delaware
corporation  (the "Maker"),  promises to pay to the order of Blue Valley Ltd., a
British Virgin  Islands  corporation  (the  "Holder"),  the aggregate  principal
amount of ONE MILLION TWENTY-NINE  THOUSAND NINE HUNDRED THIRTY-FIVE DOLLARS AND
EIGHTY-ONE  CENTS (US  $1,029,935.81),  without interest on the unpaid principal
amount of this Promissory Note (the "Note"). All payments by the Maker hereunder
shall be made in United States Dollars and in immediately available funds.

         1. Maturity Date and Payment.

         (a) The outstanding principal amount of this Note, plus all accrued and
unpaid  financing  fees  under  the , shall be due and  payable  by Maker on the
Maturity Date. For purposes of this  Agreement,  the term "Maturity  Date" shall
mean the earliest to occur of any of the following events:

         (i)      forty-five  (45) days  following the date hereof (the "Initial
                  Term") or January 14, 2005; and

         (ii)     upon the  occurrence  of an Event of  Default  (as  defined in
                  Section 4 hereof).

         (b) The Maker may prepay all or a portion of the outstanding principal,
at any time and from time to time, prior to the Maturity Date without premium or
penalty.  Each  prepayment  shall be  applied  first to the  payment of all fees
accrued  hereunder  on the date of any  prepayment,  and the balance of any such
prepayment shall be applied to the principal amount hereof.

         2.  Holder's  Representations  and  Warranties.  As of the date of this
Note,  the  Holder  represents  and  warrants  to the Maker  that:  (a) it is an
"accredited  investor" as defined  under Rule 501(a) of Regulation D promulgated
under the Securities Act, (b) it is not a "U.S.  person",  as defined under Rule
902(o) of Regulation S of the  Securities  Act and is not acquiring the Note for
the account or benefit of any U.S. person,  (c) the Holder is acquiring the Note
in an "offshore transaction", as defined in Rule 902(i) of Regulation S, (d) the
Note was not  offered  to the Holder in the United  States  and,  at the time of
execution  of this Note and the time of any offer to the Holder  hereunder,  the
Holder was physically located outside of the United States, and (e) the Note has
been sold pursuant to Regulation S under the Securities Act.

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         3. Events of Default.  The occurrence at any time of any one or more of
the following events shall constitute an "Event of Default" under this Note: (a)
the Maker's  failure to pay any principal,  interest or other amount if and when
due  under  this  Note and  such  breach  shall  continue  uncured  for five (5)
consecutive  days; (b) failure of the Maker to perform any of its agreements and
obligations  under this Note or any other agreement  entered into by and between
the  Holder  and  the  Maker,  or a  material  breach  of  any  of  the  Maker's
representations  and  warranties  or other  obligations  under this Note, or any
other agreement  entered into by and between the Holder and the Maker,  and such
failure to perform or material breach shall continue uncured for a period of ten
(10) business days after notice from the Holder; (c) a material breach of any of
the Maker's  covenants under this Note, or any other  agreement  entered into by
and between the Holder and the Maker, and such breach shall continue uncured for
a period of ten (10)  business days after notice from the Holder of such breach;
(d) the  dissolution,  liquidation or termination of the legal  existence of the
Maker; (e) the appointment of a receiver, trustee or similar judicial officer or
agent to take charge of or  liquidate  any  property of assets of the Maker,  or
action  by any court to take  jurisdiction  of all or  substantially  all of the
property  or assets of the Maker;  and (f) the  commencement  of any  proceeding
under any  provision  of the  Bankruptcy  Code of the United  States,  as now in
existence or hereafter amended,  or of any other proceeding under any federal or
state law,  now  existing  or  hereafter  in  effect,  relating  to  bankruptcy,
reorganization,  insolvency, liquidation or otherwise, for the relief of debtors
or readjustment of indebtedness, by or against the Maker.

         4. Remedies. Upon the occurrence of an Event of Default, subject to any
notice and cure periods as provided herein,  the Holder shall have the immediate
right, at its sole discretion, and without further notice, demand,  presentment,
notice of nonpayment or nonperformance,  protest,  notice of protest,  notice of
intent to accelerate,  notice of acceleration or any other notice,  all of which
are hereby  irrevocably and  unconditionally  waived by the Maker to declare the
entire unpaid principal  balance,  and all accrued but unpaid interest and costs
at once immediately due and payable (and upon such  declaration,  the same shall
be at once immediately due and payable) and may be collected forthwith,  whether
or not  there  has  been a  prior  demand  for  payment  and  regardless  of the
stipulated Maturity Date.

         5. Maximum  Interest  Rate.  It is the intention of the Holder that the
interest on the Note that may be charged to, collected from or received from the
Maker  shall not exceed the  maximum  rate  permissible  under  applicable  law.
Accordingly, anything in this Note to the contrary notwithstanding, in the event
any  interest is charged to,  collected  from or received  from the Maker by the
Holder  pursuant  hereto or thereto in excess of such maximum lawful rate,  then
the excess of such payment over that maximum  shall be applied to the  reduction
of the outstanding principal balance of the Note (without any prepayment premium
or penalty),  and any portion of such excess payment remaining after payment and
satisfaction in full of the Note shall be returned by the Holder to the Maker.

         6. Miscellaneous.

         (a)  Governing  Law;  Jurisdiction.  This Note shall be governed by and
construed and interpreted in accordance  with, the laws of the State of New York
without  regard to its  principles  of conflicts of laws or choice of laws.  The
Maker and the Holder unconditionally and irrevocably consent to the jurisdiction
of the federal and state courts located in the State of New York,  County of New
York with respect to any suit,  action or proceeding  arising out of or relating
to this Note,  and, by execution  and  delivery of this Note,  the Maker and the
Holder hereby accept for  respectively  for themselves,  and in respect of their
property,  generally  and  unconditionally  the  personal  jurisdiction  of  the
aforesaid  courts.  The  Maker  and  the  Holder  hereby   unconditionally   and
irrevocably waive any objection including,  without limitation, any objection to
the laying of venue or based on the grounds of forum non  conveniens  which they

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may now or hereafter  have to the bringing of any such action or  proceeding  in
such courts. The Maker and the Holder hereby irrevocably  consent to the service
of process on an agent of any of the aforementioned courts in any such action or
proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage  prepaid.  Nothing  herein  shall  affect  the right of the Maker or the
Holder to serve  process in any manner  permitted  by law or to  commence  legal
proceedings  or  otherwise   proceed  against  the  other  party  in  any  other
jurisdiction.

         THE MAKER AND THE HOLDER  HEREBY  WAIVE ANY AND ALL RIGHTS  THAT IT MAY
NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA,  ANY STATE
OR TERRITORY,  TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER  DIRECTLY
OR INDIRECTLY  IN ANY ACTION OR  PROCEEDING  BETWEEN THE MAKER AND THE HOLDER OR
THEIR SUCCESSORS AND PERMITTED ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS
NOTE.

         (b)  Waiver  of  Presentment  and  Notice.  Subject  to the  terms  and
conditions  of this Note,  the Maker  hereby  waives  presentment  for  payment,
demand, notice of non-payment,  nonperformance or dishonor,  protest,  notice of
protest,  notice of intent to  accelerate,  and notice of  acceleration  of this
Note,  and all  other  notices  in  connection  with the  delivery,  acceptance,
performance,  default,  or  enforcement  of the terms of this Note and the Maker
hereby  agrees  that its  liability  under  this Note shall be  irrevocable  and
unconditional  and  shall  not be  affected  in any  manner  by any  indulgence,
extension of time,  renewal,  waiver or modification  granted or consented to by
the  Holder.  The  Maker  hereby  consents  to any and all  extensions  of time,
renewals,  waivers or modifications that may be granted by the Holder in writing
with  respect to the payment or other  provisions  of this Note.  Failure by the
Holder  to  insist  upon the  strict  performance  by the Maker of any terms and
provisions herein shall not be deemed to be a waiver of any terms and provisions
herein,  and the Holder shall retain the right  thereafter to insist upon strict
performance by the Maker of any and all terms and provisions of this Note or any
document securing the repayment of this Note.

         (c)  Replacement.  Upon  receipt  of a  duly  executed,  notarized  and
unsecured  written  statement from the Holder 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 Maker shall issue a new Note,
of like tenor and amount, in lieu of such lost,  stolen,  destroyed or mutilated
Note.

         (d)  Enforcement  Expenses.  The Maker agrees to pay all  out-of-pocket
costs and expenses  incurred by the Holder in connection with the enforcement of
this Note,  including,  without limitation,  all reasonable  attorneys' fees and
expenses.

         (e) Assignment.  Neither this Note nor any of the rights,  interests or
obligations  hereunder  may be assigned,  by operation of law or  otherwise,  in
whole or in part by the Maker to any person or entity,  except  with the consent
of the Holder.

         (f) Notices. All notices and other communications required or permitted
to be given pursuant to this Note shall be in writing signed by the sender,  and
shall be deemed duly given (i) on the date  delivered if  personally  delivered,
(ii)  on  the  date  sent  by  telecopier  with  automatic  confirmation  by the
transmitting  machine,  (iii) on the  business  day after  being sent by Federal
Express  or  another  recognized  overnight  mail  service  for next day or next
business day delivery,  or (iv) five business days after  mailing,  if mailed by
United States  postage-prepaid  certified or  registered  mail,  return  receipt
requested,  in each case  addressed to the Maker or the Holder at the  following
respective addresses:

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               if to the Maker to:        Ramp Corporation
                                          33 Maiden Lane
                                          5th Floor
                                          New York, New York 10038
                                          Attention:  President
                                          Facsimile:  (212)  ______________

               with a copy to:            Jenkens & Gilchrist Parker Chapin LLP
                                          The Chrysler Building
                                          405 Lexington Avenue
                                          New York, NY 10174
                                          Facsimile:   (212) 704-6288
                                          Attention:  Martin Eric Weisberg, Esq.


               if to the Holder to:       Blue Valley Ltd.

                                          ---------------------

                                          ---------------------

                                          ---------------------
                                          Facsimile: (___) __-_____

               with a copy to:            Granot Strauss & Co.
                                          28th Floor
                                          7 Menachem Begin Street
                                          Ramat Gan 52521
                                          Israel
                                          Attention:  Richard Naimer, Esq.
                                          Facsimile No.:  _______________

or, as to each party, at such other address as shall be designated by such party
in a written  notice to the other party  complying as to delivery with the terms
of this paragraph.

                  (g) Severability.  If any provision of this Note is found by a
court of competent  jurisdiction to be invalid or unenforceable as written, then
the parties  intend and desire that such  provision be  enforceable  to the full
extent  permitted by law, and that the  invalidity or  unenforceability  of such
provision  shall not affect the validity or  enforceability  of the remainder of
this Note.


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                  (h)  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.

                                            RAMP CORPORATION



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


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