EXHIBIT 10.58

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Willow Bend Management Ltd.
November 16, 2004
Page 2

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

                                                               November 16, 2004

Willow Bend Management Ltd.
2 Nevim Street
Ramat Hasharon, Israel
Attn: Ms. Michal Raviv

   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  Note  and  Warrant  Purchase
Agreement,  dated as of July 14, 2004 (the "Note  Purchase  Agreement"),  by and
between Ramp  Corporation,  a Delaware  corporation (the "Company"),  and Willow
Bend Management Ltd. (the "Investor"),  (ii) that certain Convertible Promissory
Note No.  J-2,  dated July 14, 2004 (the  "Note"),  in the  aggregate  remaining
principal  amount of U.S.  $1,814,491  (the  "Principal  Amount")  issued by the
Company in favor of the Investor, (iii) that certain letter agreement,  dated as
of October 16,  2004,  by and between  the Company and the  Investor,  (iv) that
certain  Common  Stock  Purchase  Warrant  No.  W-J04-C-2,  dated July 14,  2004
("Warrant No. 3"),  exercisable into 1,420,421 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-2,  dated July 14, 2004  ("Warrant No. 4"),  exercisable  into 4,683,823
shares at an exercise price of $0.0325 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.  On the condition  that: (i) Warrant No. 3 is exercised in full and
(ii) Warrant No. 4 is exercised  in full (the  aggregate of 6,104,244  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,  the Exercise  Price of $91,563.66  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
$105,000 of the remaining Principal Amount outstanding under the Promissory Note
into an aggregate of 7,000,000  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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Willow Bend Management Ltd.
November 16, 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 Note Purchase
Agreement, Note and Warrants are hereby deemed amended to reflect the foregoing.

         Except  as  amended  hereby,   the  provisions  of  the  Note  Purchase
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 and Conversion  Shares, 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  and  Conversion  Shares
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:

WILLOW BEND MANAGEMENT LTD.


By: ______________________________
    Name:
    Title: