EXHIBIT 10.63

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                             NOTE PURCHASE AGREEMENT

         This NOTE PURCHASE AGREEMENT (this  "Agreement"),  dated as of November
22, 2004, is entered into by and among Ramp Corporation,  a Delaware corporation
(the  "Company"),  and the purchasers  listed on Exhibit A attached  hereto (the
"Purchasers"), for the issuance and sale to the Purchasers of the Notes and Note
Payment  Shares (as defined below) of the Company,  in the manner,  and upon the
terms, provisions and conditions set forth in this Agreement.

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Purchasers,
and Purchasers shall purchase, the Notes; and

         WHEREAS,  such  issuance  and sale  will be made in  reliance  upon the
provisions  of Section  4(2) of the United  States  Securities  Act of 1933,  as
amended, and regulations  promulgated thereunder (the "Securities Act"), or upon
such other exemption from the registration requirements of the Securities Act as
may be available  with respect to any or all of the purchases of the Notes to be
made hereunder.

         NOW, THEREFORE, in consideration of the representations, warranties and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and legal adequacy of which is hereby  acknowledged by the parties,  the
Company and the Purchasers hereby agree as follows:

         1. Purchase and Sale of Notes; Issuance of Shares of Common Stock.

                  (a) Upon the  following  terms and  subject to the  conditions
contained  herein,  the Company shall issue and sell to the Purchasers,  and the
Purchasers shall purchase from the Company,  convertible promissory notes in the
aggregate principal amount of $400,000 (the "Purchase Price"),  bearing interest
at the rate of six percent (6%) per annum,  in  substantially  the form attached
hereto as  Exhibit B (the  "Notes").  The  outstanding  principal  amount of the
Notes,  together with all accrued and unpaid interest,  shall be due and payable
on or before the  Maturity  Date (as  defined  in the Notes) in cash;  provided,
however,  that, on or before the Maturity Date, the outstanding principal amount
of  such  Notes,   plus  any  and  all  accrued  but  unpaid   interest,   shall
automatically, and without further action, convert into such other securities of
the Company issued to investor(s) in a Transaction (as defined in the Notes), on
the  same  terms  and   conditions  as  set  forth  in  the   Transaction   (the
"Conversion");  provided,  further,  however, that if the Conversion occurs, the
Company shall,  upon Conversion,  pay to the Purchasers an additional  aggregate
amount of $80,000, payable to the Purchasers in proportion to the Purchase Price
through the issuance by the Company to the  Purchasers of additional  securities
in a  Transaction,  on  the  same  terms  and  conditions  as set  forth  in the
Transaction.

                  (b) In  consideration  of and in  express  reliance  upon  the
representations,  warranties, covenants, terms and conditions of this Agreement,
the Company agrees to issue and sell to the Purchasers and the Purchasers  agree
to purchase the Notes.  The closing under this Agreement (the  "Closing")  shall
take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler

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Building,  405 Lexington Avenue,  New York, New York 10174 upon the satisfaction
of each of the  conditions  set forth in Sections 4 and 5 hereof  (the  "Closing
Date").

                  (c) On or prior to the Closing Date, each Purchaser shall fund
its portion of the Purchase Price into an escrow  account  maintained by the law
offices of Jenkens & Gilchrist  Parker  Chapin LLP, as escrow agent (the "Escrow
Agent"). Upon satisfaction of each of the conditions set forth in Sections 4 and
5 hereof and  delivery of the  Purchase  Price to the Escrow  Agent,  the Escrow
Agent shall promptly wire transfer the escrowed  funds to an account  designated
by the Company pursuant to its written instructions.

                  (d) Subject to the Company obtaining  stockholder  approval of
the  reverse  split of its  shares of common  stock,  par value  $.001 per share
("Common  Stock")  and the  filing of an  amendment  to the  Company's  Restated
Certificate of  Incorporation  to effect the reverse split, as an inducement for
the purchase of the Notes by the Purchasers, the Company shall issue and deliver
to the Purchasers certificates representing the aggregate number of four hundred
and  eighty  thousand  (480,000)  post-split  shares of Common  Stock (the "Note
Payment Shares").  The Notes and Note Payment Shares are sometimes  collectively
referred to herein as the "Securities".

         2. Representations, Warranties and Covenants of the Purchasers. Each of
the Purchasers hereby makes the following  representations and warranties to the
Company,  and covenants for the benefit of the Company,  with respect  solely to
itself and not with respect to any other Purchaser:

                  (a)  If  a  Purchaser  is  an  entity,  such  Purchaser  is  a
corporation,  limited  liability  company or partnership  duly  incorporated  or
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its incorporation or organization.

                  (b) This Agreement has been duly authorized,  validly executed
and  delivered  by each  Purchaser  and is a valid  and  binding  agreement  and
obligation of each  Purchaser  enforceable  against such Purchaser 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 each Purchaser has full power and authority to execute and
deliver this  Agreement  and the other  agreements  and  documents  contemplated
hereby and to perform its obligations hereunder and thereunder.

                  (c) Each Purchaser  understands that no federal,  state, local
or foreign  governmental  body or  regulatory  authority has made any finding or
determination relating to the fairness of an investment in any of the Securities
and that no Federal,  state,  local or foreign  governmental  body or regulatory
authority  has  recommended  or  endorsed,  or will  recommend  or endorse,  any
investment in the Securities. Each Purchaser, in making the decision to purchase
the Securities, has relied upon independent investigation made by it and has not
relied on any information or representations made by third parties.

                  (d) Each Purchaser  understands  that the Securities are being
offered and sold to it in reliance on specific  provisions  of Federal and state
securities  laws and that the Company is relying  upon the truth and accuracy of
the representations,  warranties, agreements, acknowledgments and understandings

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of each  Purchaser  set forth herein for purposes of qualifying  for  exemptions
from  registration  under the Securities  Act, and applicable  state  securities
laws.

                  (e) Each  Purchaser  is an  "accredited  investor"  as defined
under Rule 501 of Regulation D promulgated under the Securities Act.

                  (f) Each Purchaser is and will be acquiring the Securities for
such Purchaser's own account,  and not with a view to any resale or distribution
of the Securities in whole or in part, in violation of the Securities Act or any
applicable securities laws.

                  (g) The offer and sale of the  Securities  is  intended  to be
exempt from registration  under the Securities Act, by virtue of Section 4(2) of
the Securities  Act. Each Purchaser  understands  that the Securities  purchased
hereunder have not been, and may never be,  registered  under the Securities Act
and that none of the Securities can be sold or transferred unless they are first
registered  under the Securities Act and such state and other securities laws as
may be applicable or in the opinion of counsel for the Company an exemption from
registration  under the Securities Act is available (and then the Securities may
be sold or transferred only in compliance with such exemption and all applicable
state and other securities laws).

         3.  Representations,  Warranties  and  Covenants  of the  Company.  The
Company represents and warrants to each Purchaser, and covenants for the benefit
of each Purchaser, 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,  and is  duly  registered  and
qualified to conduct its business and is in good  standing in each  jurisdiction
or place  where the nature of its  properties  or the  conduct  of its  business
requires  such  registration  or  qualification,  except  where the  failure  to
register or qualify would not have a Material  Adverse  Effect.  For purposes of
this Agreement, "Material Adverse Effect" shall mean any effect on the business,
results of operations,  prospects,  assets or financial condition of the Company
that is material and adverse to the Company and its subsidiaries and affiliates,
taken as a whole,  and/or any condition,  circumstance,  or situation that would
prohibit or otherwise  materially interfere with the ability of the Company from
entering into and performing any of its obligations  under this Agreement or the
Notes in any material respect.

                  (b)  The  Notes  and  Note  Payment   Shares  have  been  duly
authorized  by all  necessary  corporate  action and, when paid for or issued in
accordance with the terms of this  Agreement,  the Notes shall be validly issued
and outstanding, free and clear of all liens, encumbrances and rights of refusal
of any kind. The Note Payment Shares have been duly  authorized by all necessary
corporate  action and, when paid for or issued in  accordance  with the terms of
this  Agreement,  will  be  validly  issued  and  outstanding,  fully  paid  and
nonassessable,  free and clear of all liens,  encumbrances and rights of refusal
of any kind and the holders shall be entitled to all rights accorded to a holder
of Common Stock.

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                  (c) Each of the Notes  and this  Agreement  (the  "Transaction
Documents") have been duly authorized,  validly executed and delivered on behalf
of the  Company  and is a valid and  binding  agreement  and  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 the  Transaction
Documents  and the other  agreements  and documents  contemplated  hereby and to
perform its obligations hereunder and thereunder.

                  (d) The  execution and delivery of the  Transaction  Documents
and the consummation of the  transactions  contemplated by this Agreement by the
Company,  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) of 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.

                  (e) The sale and issuance of the Securities in accordance with
the terms of and in reliance on the accuracy of each Purchaser's representations
and warranties set forth in this Agreement will be exempt from the  registration
requirements of the Securities Act.

                  (f) Except for the consent of the American Stock Exchange,  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  Agreement or the offer,  sale or
issuance of the Notes or the Note Payment  Shares,  or the  consummation  of any
other transaction contemplated by this Agreement.

                  (g)  There  is  no  action,  suit,  claim,   investigation  or
proceeding  pending or, to the knowledge of the Company,  threatened against the
Company  which  questions  the  validity  of the  Transaction  Documents  or the
transactions  contemplated  thereby or any action taken or to be taken  pursuant
thereto.  Except for the litigation  disclosed in the Company's filings with the
Securities and Exchange Commission (collectively, the "SEC Documents"), there is
no action, suit, claim, investigation or proceeding pending or, to the knowledge
of the Company, threatened,  against or involving the Company or any subsidiary,
or any of their respective  properties or assets which, if adversely determined,
is reasonably likely to result in a Material Adverse Effect.

                  (h)  The  Company  has  complied  and  will  comply  with  all
applicable  federal  and state  securities  laws in  connection  with the offer,
issuance and sale of the  Securities  hereunder.  Neither the Company nor anyone

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acting on its behalf, directly or indirectly, has or will sell, offer to sell or
solicit  offers  to buy any of the  Securities,  or  similar  securities  to, or
solicit  offers  with  respect  thereto  from,  or enter  into  any  preliminary
conversations or negotiations relating thereto with, any person, or has taken or
will  take  any  action  so as to  bring  the  issuance  and  sale of any of the
Securities under the registration provisions of the Securities Act and any other
applicable federal and state securities laws. Neither the Company nor any of its
affiliates,  nor any person  acting on its or their  behalf,  has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation D under the Securities Act) in connection with any of the Securities.

                  (i) To the Company's knowledge, neither this Agreement nor the
Transaction  Documents hereto contain any untrue statement of a material fact or
omit to state a material  fact  necessary in order to make the  statements  made
herein or therein,  in the light of the circumstances under which they were made
herein or therein, not misleading.

                  (j) The authorized capital stock of the Company and the shares
thereof issued and  outstanding  are set forth in the SEC Documents.  All of the
outstanding  shares of the  Company's  Common  Stock have been duly and  validly
authorized,  and are fully paid and non-assessable.  Except as set forth in this
Agreement  or in the SEC  Documents,  as of the date  hereof,  no  shares of the
Company's  Common  Stock are  entitled  to  preemptive  rights  and there are no
registration rights or outstanding options, warrants, scrip, rights to subscribe
to, call or commitments of any character  whatsoever  relating to, or securities
or rights  convertible into, any shares of capital stock of the Company.  Except
as set forth in the SEC Documents,  as of the date hereof,  the Company is not a
party to any agreement granting  registration  rights to any person with respect
to any of its equity or debt securities.  The Company is not a party to, and its
executive officers have no knowledge of, any agreement restricting the voting or
transfer of any shares of the capital  stock of the Company.  The offer and sale
of all capital stock,  convertible securities,  rights,  warrants, or options of
the Company issued prior to the Closing complied with all applicable federal and
state  securities  laws, and no stockholder has a right of rescission or damages
with  respect  thereto  which is  reasonably  likely to have a Material  Adverse
Effect. True and correct copies of the Company's Certificate of Incorporation as
in effect on the date hereof (the "Certificate"), and the Company's Bylaws as in
effect on the date hereof (the "Bylaws") are available in the SEC Documents.

                  (k) So long as any Notes remain outstanding, the Company shall
take all action necessary to at all times have authorized,  and reserved for the
purpose of issuance, a sufficient number of shares of Common Stock to effect any
conversion of the Notes and the issuance of Note Payment Shares.

                  (l)  The  Company  has  complied  and  will  comply  with  all
applicable  federal  and state  securities  laws in  connection  with the offer,
issuance and sale of the  Securities  hereunder.  Neither the Company nor anyone
acting on its behalf, directly or indirectly, has or will sell, offer to sell or
solicit  offers  to buy any of the  Securities,  or  similar  securities  to, or
solicit  offers  with  respect  thereto  from,  or enter  into  any  preliminary
conversations or negotiations relating thereto with, any person, or has taken or
will  take  any  action  so as to  bring  the  issuance  and  sale of any of the
Securities  under  the  registration   provisions  of  the  Securities  Act  and
applicable state securities laws. Neither the Company nor any of its affiliates,

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nor any person acting on its or their behalf, has engaged in any form of general
solicitation  or general  advertising  (within the meaning of Regulation D under
the  Securities  Act)  in  connection  with  the  offer  or  sale  of any of the
Securities.

         4.  Conditions  Precedent to the  Obligation of the Company to Sell the
Notes.  The  obligation  hereunder of the Company to issue and sell the Notes to
each  Purchaser  is subject  to the  satisfaction  or  waiver,  at or before the
Closing Date, of each of the  conditions set forth below.  These  conditions are
for the  Company's  sole benefit and may be waived by the Company at any time in
its sole discretion.

                  (a) Each  Purchaser  shall have  executed and  delivered  this
Agreement.

                  (b) Each Purchaser  shall have delivered the Purchase Price to
the Escrow Agent.

                  (c)  Each  Purchaser  shall  have  performed,   satisfied  and
complied in all material respects with all covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by such Purchaser at or prior to the Closing Date.

                  (d) The representations and warranties of each Purchaser shall
be true and correct in all material  respects as of the date when made and as of
the Closing  Date as though made at that time,  except for  representations  and
warranties that are expressly made as of a particular  date, which shall be true
and correct in all material respects as of such date.

                  (e) At the  Closing  Date,  upon  receipt  of the  Transaction
Documents,  each  Purchaser  shall have  delivered  to the  Company  immediately
available  funds as payment in full of the Purchase Price for the Notes and Note
Payment Shares.

         5. Conditions Precedent to the Obligation of the Purchasers to purchase
the Notes. The obligation hereunder of each Purchaser to acquire and pay for the
Notes is subject to the  satisfaction or waiver,  at or before the Closing Date,
of each of the  conditions  set  forth  below.  These  conditions  are for  each
Purchaser's  sole benefit and may be waived by each Purchaser at any time in its
sole discretion.

                  (a) The Company  shall have  executed and delivered the Notes,
this Agreement and any other Transaction Document.

                  (b) The Company shall have  performed,  satisfied and complied
in all material respects with all covenants,  agreements and conditions required
by the Transaction Documents to be performed,  satisfied or complied with by the
Company at or prior to the Closing Date.

                  (c) Each of the  representations and warranties of the Company
shall be true and correct in all material  respects as of the date when made and
as of the Closing Date as though made at that time  (except for  representations
and  warranties  that speak as of a  particular  date),  which shall be true and
correct in all material respects as of such date.

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                  (d) No statute, regulation, executive order, decree, ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation  of any of the  transactions  contemplated  by this Agreement at or
prior to the Closing Date.

                  (e) As of the  Closing  Date,  no action,  suit or  proceeding
before or by any court or  governmental  agency or body,  domestic  or  foreign,
shall be pending  against or affecting  the Company,  or any of its  properties,
which questions the validity of the Agreement,  the Notes,  or the  transactions
contemplated  thereby or any action taken or to be take pursuant thereto.  As of
the Closing Date, no action, suit, claim or proceeding before or by any court or
governmental  agency or body,  domestic or foreign,  shall be pending against or
affecting the Company, or any of its properties, which, if adversely determined,
is reasonably likely to result in a Material Adverse Effect.

                  (f) No  Material  Adverse  Effect  shall have  occurred  at or
before the Closing Date.

                  (g) The Company  shall have  delivered to the  Purchasers  the
resolutions  of  the  board  of  directors  of  the  Company   authorizing   the
transactions contemplated by this Agreement.

         6. Legend.  Each Note and the Note  Payment  Shares shall be stamped or
otherwise  imprinted  with a  legend  substantially  in the  following  form (in
addition to any legend  required by  applicable  state  securities or "blue sky"
laws): "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE  "SECURITIES") HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS 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."
The  Company  agrees  to  reissue  the  Notes,  and the  Company  shall  reissue
certificates  representing the Note Payment Shares, without the legend set forth
above if at such time, prior to making any transfer of any such Securities, such
holder thereof shall give written  notice to the Company,  describing the manner
and terms of such  transfer and removal as the Company may  reasonably  request.
Such proposed  transfer will not be effected until: (a) the Company has notified
such holder that either (i) in the opinion of its counsel,  the  registration of
the Securities  under the Securities Act is not required in connection with such
proposed  transfer;  or (ii) a registration  statement  under the Securities Act
covering  such  proposed  disposition  has been  filed by the  Company  with the
Securities and Exchange Commission and has become effective under the Securities
Act;  and (b) the Company has  notified  such  holder  that  either:  (i) in the
opinion of its respective  counsel,  the registration or qualification under the
securities  or "blue sky" laws of any state is not required in  connection  with
such proposed  disposition,  or (ii) compliance with applicable state securities
or "blue sky" laws has been  effected.  The Company will use its best efforts to
respond to any such notice  from a holder  within  five (5) days  following  its
receipt of such notice.  In the case of any proposed transfer under this Section
6, the Company will use  reasonable  efforts to comply with any such  applicable
state  securities  or "blue sky"  laws,  but shall in no event be  required,  in

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connection  therewith,  to qualify to do  business  in any state where it is not
then  qualified  or to take any action  that  would  subject it to tax or to the
general  service  of  process  in any state  where it is not then  subject.  The
restrictions  on transfer  contained  in this Section 6 shall be in addition to,
and not by way of limitation of, any other restrictions on transfer contained in
any other section of this Agreement.

         7. Registration Rights. The Company covenants and agrees as follows:

                  (a) Definitions. For purposes of this Agreement:

                           (i)   The   terms   "register,"   "registered,"   and
"registration"  refer to a  registration  effected  by  preparing  and  filing a
registration  statement or similar  document in compliance  with the  Securities
Act,  and the  declaration  or ordering of  effectiveness  of such  registration
statement or document.

                           (ii) The term  "Business  Day"  means any day  except
Saturday,  Sunday and any day which  shall be a legal  holiday or a day on which
banking  institutions  in the  state of New York  generally  are  authorized  or
required by law or other government actions to close.

                           (iii) The term "Commission"  means the Securities and
Exchange Commission.

                           (iv) The term "Effectiveness Date" means with respect
to the Registration  Statement the earlier of the ninetieth (90th) day following
the Filing  Date or the date which is within  five (5) days of the date on which
the  Commission  informs the Company that the Commission (i) will not review the
Registration  Statement or (ii) that the Company may request the acceleration of
the  effectiveness  of the  Registration  Statement  and the Company  makes such
request.

                           (v) The term  "Filing  Date"  means the date that the
Company files its next registration statement with the Commission.

                           (vi) The term "Registrable Securities" means the Note
Payment Shares;  provided,  however,  that Registrable  Securities shall include
(but not be limited to) a number of shares of Common Stock equal to no less than
150% of the  maximum  number of shares of Common  Stock  which would be issuable
upon conversion of the Notes,  assuming such conversion  occurred on the Closing
Date or the Filing Date,  whichever  date would result in the greater  number of
Registrable  Securities.  Such  registered  shares  of  Common  Stock  shall  be
allocated among the Purchasers pro rata based on the total number of Registrable
Securities issued or issuable as of each date that a Registration  Statement, as
amended,  relating  to the  resale of the  Registrable  Securities  is  declared
effective by the Commission.  Notwithstanding  anything herein  contained to the
contrary,  if the  actual  number  of  shares  of  Common  Stock  issuable  upon
conversion  of the Notes  exceeds  100% of the number of shares of Common  Stock
issuable upon conversion of the Notes based upon a computation as at the Closing
Date or the Filing Date, the term  "Registrable  Securities"  shall be deemed to
include such additional shares of Common Stock.

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                           (vii)  "Rule 144" means Rule 144  promulgated  by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation  hereafter  adopted by the Commission
having substantially the same effect as such Rule; and

                           (ix) "Rule 415"  means  Rule 415  promulgated  by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation  hereafter  adopted by the Commission
having substantially the same effect as such Rule.

                  (b) Company  Registration.  If the Company  shall  prepare and
file with the  Commission a "shelf"  Registration  Statement,  the  Registration
Statement shall include and cover all Registrable  Securities for an offering to
be made on a continuous basis pursuant to Rule 415. The  Registration  Statement
shall be on Form S-3 (except if the Company is not then eligible to register for
resale the Registrable  Securities on Form S-3, in which case such  registration
shall be on another appropriate form in accordance herewith).  The Company shall
use its commercially  reasonable efforts to cause the Registration  Statement to
be declared effective under the Securities Act as promptly as possible after the
filing thereof,  but in any event prior to the  Effectiveness  Date, and to keep
such  Registration  Statement  continuously  effective  under the Securities Act
until  such  date  as is the  earlier  of (x)  the  date  when  all  Registrable
Securities covered by such Registration Statement have been sold or (y) the date
on which the Registrable Securities may be sold without any restriction pursuant
to Rule 144 as  determined  by the counsel to the Company  pursuant to a written
opinion  letter,  addressed to the Company's  transfer agent to such effect (the
"Effectiveness  Period").  If at any  time  and for any  reason,  an  additional
Registration  Statement is required to be filed  because at such time the actual
number of shares of Common  Stock into which the Notes are  convertible  exceeds
the number of shares of Registrable  Securities remaining under the Registration
Statement,  the  Company  shall  have  sixty  (60)  Business  Days to file  such
additional  Registration  Statement,  and the Company shall use its commercially
reasonable  efforts  to  cause  such  additional  Registration  Statement  to be
declared effective by the Commission as soon as possible,  but in no event later
than sixty (60) days after filing.

                  (c)  Liquidated  Damages  for  Failure  to  File  Registration
Statement  and Other  Events.  The  Company  and the  Purchasers  agree that the
Purchasers will suffer damages if the  Registration  Statement is not filed with
the Commission on or prior to the Filing Date and not declared  effective by the
Commission on or prior to the  Effectiveness  Date and  maintained in the manner
contemplated  herein  during  the  Effectiveness  Period.  The  Company  and the
Purchasers  further  agree that it would not be feasible to ascertain the extent
of such damages with precision.  Accordingly, if, (A) the Registration Statement
is not filed on or prior to the Filing Date, or (B) the  Registration  Statement
is not declared  effective by the  Commission  on or prior to the  Effectiveness
Date (or in the event an additional  Registration Statement is filed because the
actual  number of shares of Common  Stock into  which the Notes are  convertible
exceeds the number of shares of Common Stock  initially  registered is not filed
and  declared  effective  with the time  periods set forth  herein),  or (C) the
Company  fails  to file  with the  Commission  a  request  for  acceleration  in
accordance  with Rule 461  promulgated  under the Securities Act within five (5)
Business  Days of the date that the Company is  notified  (orally or in writing,
whichever is earlier) by the Commission  that a Registration  Statement will not

                                      -10-
<PAGE>

be  "reviewed,"  or is not subject to further  review,  or (D) the  Registration
Statement is filed with and declared  effective by the Commission but thereafter
ceases to be effective as to all Registrable Securities at any time prior to the
expiration of the Effectiveness Period, without being succeeded immediately by a
subsequent  Registration  Statement  filed with and  declared  effective  by the
Commission  in  accordance  herewith or (E) trading in the Common Stock shall be
suspended or if the Common Stock is delisted from the OTC Bulletin Board for any
reason for more than three  Business  Days in the aggregate  without  subsequent
listing on another  securities  exchange,  quotation  system or market (any such
failure or breach  being  referred to as an "Event," and for purposes of clauses
(A) and (B) the date on which such Event  occurs,  or for purposes of clause (C)
the date on which such five Business Day period is exceeded,  or for purposes of
clause (D) after more than fifteen  Business Days, or for purposes of clause (E)
the date on which such three Business Day period is exceeded,  being referred to
as "Event Date"),  the Company shall pay an amount as liquidated damages to each
Purchaser,  in cash,  equal to one  percent  (1.0%) for each  calendar  month or
portion  thereof of the  Purcasher's  initial  investment  in the Notes from the
Event Date until the applicable Event is cured.

         8.  Obligations  of the Company.  Whenever  required under Section 7 to
effect the  registration  of any Registrable  Securities,  the Company shall, as
expeditiously as reasonably possible:

                  (a)  Prepare  and file  with  the  Commission  a  registration
statement  with  respect to such  Registrable  Securities  and use  commercially
reasonable efforts to cause such registration  statement to become effective and
keep such registration statement effective until the earlier of such time as all
of such securities have been disposed of in accordance with the intended methods
of disposition by the seller or sellers  thereof set forth in such  registration
statement or after such time at which all  Registrable  Securities  held by such
holder can be sold in any three-month period without  registration in compliance
with Rule 144(k) of the Securities Act;

                  (b) Prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration statement; and

                  (c) Notify each holder of  Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing.

         9.  Furnish  Information.  It shall  be a  condition  precedent  to the
obligations of the Company to take any action pursuant to Section 7 with respect
to the  Registrable  Securities  of any selling  holder  that such holder  shall
furnish to the Company such information (as determined by the Company) regarding
itself,  the  Registrable  Securities  held by it,  and the  intended  method of
disposition of such  securities as shall be required to effect the  registration
of such holder's Registrable Securities.

                                      -11-
<PAGE>

         10. Expenses of  Registration.  All expenses  (other than  underwriting
discounts and commissions) incurred in connection with registrations, filings or
qualifications   pursuant  to  Section  7  or  Section  8,  including,   without
limitation,  all  registration,  filing and  qualification  fees,  printers' and
accounting fees, and fees and  disbursements of counsel for the Company shall be
borne by the Company.

         11. Termination of Registration  Rights. No holder shall be entitled to
exercise  any right  provided for in this Section 7 after such time at which all
Registrable  Securities  held by such holder can be sold without  restriction in
compliance with Rule 144(k) of the Securities Act.

         12. Fees and  Expenses.  Each party shall pay the fees and  expenses of
its advisors,  counsel,  accountants  and other  experts,  if any, and all other
expenses,  incurred  by such party  incident  to the  negotiation,  preparation,
execution, delivery and performance of this Agreement.

         13. Indemnification.

                  (a) The Company  hereby  agrees to indemnify and hold harmless
each Purchaser and its officers, directors, shareholders,  employees, agents and
attorneys  against  any  and  all  losses,  claims,  damages,   liabilities  and
reasonable  expenses  (collectively  "Claims")  incurred  by each such person in
connection  with  defending or  investigating  any such  Claims,  whether or not
resulting in any liability to such person,  to which any such indemnified  party
may become  subject,  insofar as such Claims  arise out of or are based upon any
breach of any  representation  or warranty or  agreement  made by the Company in
this Agreement.

                  (b) Each Purchaser  severally but not jointly hereby agrees to
indemnify  and  hold   harmless  the  Company  and  its   officers,   directors,
shareholders,  employees,  agents  and  attorneys  against  any and all  losses,
claims,  damages,  liabilities  and  expenses  incurred  by each such  person in
connection  with  defending  or  investigating  any such claims or  liabilities,
whether or not  resulting in any  liability  to such  person,  to which any such
indemnified  party may become  subject  under the  Securities  Act, or under any
other statute,  at common law or otherwise,  insofar as such Claims arise out of
or are based upon any breach of any  representation,  warranty or agreement made
by a Purchaser in this Agreement.

         14.  Governing Law;  Consent to  Jurisdiction.  This Agreement shall be
governed by and interpreted in accordance with the laws of the State of New York
without giving effect to the rules  governing the conflicts of laws. Each of the
parties  consents to the  exclusive  jurisdiction  of the federal  courts  whose
districts  encompass  any part of the County of New York  located in the City of
New York in connection  with any dispute arising under this Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such  jurisdictions.  Each party  waives  its right to a trial by jury.  Each
party to this  Agreement  irrevocably  consents to the service of process in any
such  proceeding  by the mailing of copies  thereof by  registered  or certified
mail,  postage prepaid,  to such party at its address set forth herein.  Nothing
herein shall affect the right of any party to serve  process in any other manner
permitted by law.

         15.  Notices.  All notices  and other  communications  provided  for or
permitted hereunder shall be made in writing by hand delivery, express overnight
courier,  registered  first class mail, or telecopier  (provided that any notice

                                      -12-
<PAGE>

sent by  telecopier  shall be confirmed by other means  pursuant to this Section
15),  initially to the address set forth  below,  and  thereafter  at such other
address,  notice of which is given in  accordance  with the  provisions  of this
Section.

                (a)      if to the Company:

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

                         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

                (b)      if to the Purchasers:

                         At the address of such Purchaser set forth
                         on Exhibit A to this Agreement.

                         with a copy to:


         All such notices and  communications  shall be deemed to have been duly
given:  when  delivered  by hand,  if  personally  delivered;  when  receipt  is
acknowledged,  if  telecopied;  or when actually  received or refused if sent by
other means.

         16.  Entire  Agreement.   This  Agreement,  the  Notes  and  any  other
Transaction  Document  constitute the entire  understanding and agreement of the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
and/or  contemporaneous oral or written proposals or agreements relating thereto
all of which  are  merged  herein.  This  Agreement  may not be  amended  or any
provision  hereof  waived in whole or in part,  except  by a  written  amendment
signed by both of the parties.

         17. Counterparts. This Agreement may be executed by facsimile signature
and in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                      -13-
<PAGE>

                            [Signature Page Follows]



                                      -14-
<PAGE>

         IN WITNESS WHEREOF,  this Agreement was duly executed on the date first
written above.


                                              RAMP CORPORATION


                                              By:____________________________
                                                   Name:
                                                   Title:


                                              PLATINUM PARTNERS VALUE
                                              ARBITRAGE FUND L.P.


                                              By:____________________________
                                                   Name:
                                                   Title:


                                              BRIARWOOD INVESTMENTS


                                              By:____________________________
                                                   Name:
                                                   Title:


                                              DESIGN INVESTMENTS LTD.


                                              By:____________________________
                                                   Name:
                                                   Title:



                                      -15-

<PAGE>

                                    EXHIBIT A

                                   PURCHASERS


    Names and Addresses                    Dollar Amount       Aggregate No. of
       of Purchasers                       of Investment     Note Payment Shares
----------------------------------         -------------     -------------------

Platinum Partners Value Arbitrage
Fund L.P.                                     $250,000             300,000

Briarwood Investments
                                              $100,000             120,000

Design Investments, Ltd.
                                              $ 50,000              60,000



                                      -16-
<PAGE>

                                    EXHIBIT B
                                  FORM OF NOTE



                                      -17-