EXHIBIT 10.77

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                          SECURITIES EXCHANGE AGREEMENT

         This agreement (this  "Agreement") by and between RAMP CORPORATION (the
"Company") and LAKEVIEW  PROPERTIES LTD., a secured creditor of the Company (the
"Holder").

         WHEREAS, on behalf of the Company,  Harborview Capital Management, LLC,
the Company's  investment  advisor (the  "Advisor"),  previously  negotiated the
terms and  conditions of an exchange of the Company's  outstanding  secured debt
securities  into  equity  securities  of the  Company  with the  holders of such
outstanding secured debt securities, including the Holder.

         WHEREAS,  on  December 3, 2004,  the Holder and the  Advisor  agreed in
principle  to a  transaction  pursuant to which  Holder  agreed to exchange  its
Convertible  Promissory  Note of the Company (the "Note")  having such  maturity
dates and in the principal and accrued but unpaid interest amount (the "Exchange
Amount") set forth in the schedule attached hereto as Schedule A, closing on the
date on which the Holder shall  deliver  Notes to the Company  (the  "Settlement
Date"),  in exchange for shares of the Company's  common stock, par value $0.001
per share (the "Shares") and warrants  ("Warrants") to purchase shares of common
stock  ("Warrant  Shares")  as set forth on  Schedule  A  attached  hereto.  The
exchange   transaction   (the   "Exchange")  was  intended  to  be  exempt  from
registration  pursuant to Section 4(2) and Regulation S under the Securities Act
of  1933,  as  amended  (the  "Securities  Act"),  and was  subject  to  written
confirmation  by  the  Company  and  ratification  by  the  Company's  Board  of
Directors.

         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 Holder hereby agree as follows:

         1.  Exchange  of  Shares.  The  number of Shares to be  exchanged  (the
"Exchanged  Shares") on the Settlement  Date shall be determined by dividing the
Exchange  Amount by the closing market price of the Common Stock,  as determined
by Bloomberg,  on the date immediately prior to the date hereof,  equal to $1.14
per share (the "Note Exchange  Price").  It is the intention of the parties that
the Note Exchange  Price is at or above the market price at the time of entering
into this  Agreement.  The  Warrant  issued to the  Holder  shall be in the form
attached as Exhibit A hereto.

         2. Offer  Period.  This offer period shall begin on the date hereof and
end upon the  earlier to occur of (i) the close of business on December 6, 2004,
and (ii) the date on which the offer is accepted by the Holder.  The  Settlement
Date shall occur three (3) business days after the Holder accepts the Exchange.

         3. AMEX  Approval  of Listing of Shares and  Warrant  Shares.  Promptly
following  the  execution  of this  Agreement,  the  Company  shall use its best
efforts to obtain  written  approval of the listing of the  Exchanged  Shares or
Warrant Shares on the American Stock Exchange  ("AMEX") in accordance  with AMEX
rules and regulations.

         4.  Settlement;  Termination  of Security  Interest.  On the Settlement
Date,  the Holder shall  deliver or cause to be  delivered to the Company  good,
valid and marketable title to the Notes being  exchanged,  free and clear of any
liens,  claims or  encumbrances,  and the Company shall issue and deliver to the
Holder the Exchanged Shares and Warrants with the following restrictive legend.

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         THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
         UNDER THE SECURITIES  ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE
         SECURITIES LAWS IS NOT REQUIRED.

On the Settlement  Date,  any and all  obligations of the Company under the Note
shall automatically, and without further action, terminate and be null and void,
and the Company  shall file a UCC-3 or other  appropriate  form to terminate any
and all liens  against the assets and  property of the  Company,  including  the
Company's intellectual  property,  software code, trademarks and trade names, or
other security interest of the Holder.

         5. Representations, Warranties and Covenants of the Company.

                  (a)  Organization;  Capacity and  Authority.  The Company is a
         corporation  duly  organized,  validly  existing  and,  as of the  date
         hereof,  in good standing under the laws of the State of Delaware.  The
         Company has the requisite  corporate  power and corporate  authority to
         enter into and  perform its  obligations  under this  Agreement  and to
         issue and sell the  Shares in  accordance  with the terms  hereof.  The
         execution,  delivery and  performance  of this Agreement by the Company
         and the consummation by it of the transactions contemplated hereby have
         been duly and validly  authorized by all necessary  corporate action of
         the Company.  The undersigned officer of the Company has full authority
         to  execute  this  Agreement  and to bind  the  Company  thereby.  This
         Agreement  has been duly  executed and  delivered by the Company.  This
         Agreement  constitutes  a valid and binding  obligation  of the Company
         enforceable  against the Company in accordance with its terms,  subject
         to  applicable  bankruptcy,  insolvency,   reorganization,   fraudulent
         conveyance,  moratorium and other laws affecting the  enforceability of
         creditors'  rights  generally  and  to  general  principles  of  equity
         (regardless of whether enforcement is considered at law or in equity).

                  (b)  Issuance of Shares.  The Shares and Warrants to be issued
         under  this  Agreement  have  been  duly  authorized  by all  necessary
         corporate  action and, when issued in accordance with the terms hereof,
         the Shares and Warrant Shares shall be validly issued and  outstanding,
         fully paid and non-assessable.

                  (c) No Commissions or Remuneration.  Except for commissions or
         other  remuneration paid to the Advisor,  the Company hereby represents
         that it has not  paid,  and  shall not pay,  any  commissions  or other
         remuneration,  directly  or  indirectly,  to the Holder or to any third
         party for the solicitation of the Exchange under this Agreement.

                  (d) Costs and  Expenses.  The Company  shall pay its own costs
         and expenses,  including but not limited to attorneys fees, incurred in
         connection with its performance of transactions contemplated hereby.

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                  (e)  Publicity.  The Company will not disclose the identity of
         Holder  in any  press  release  or other  public  filing  issued by the
         Company with respect to this Agreement or the transactions contemplated
         hereby  without the prior written  consent of Holder unless the Company
         in good faith determines,  upon advice of counsel,  that it is required
         by law or regulations to issue such a press release. In such event, the
         Company shall notify  Holder in advance and give Holder an  opportunity
         to promptly  review and comment on the form and substance of such press
         release.

                  (f) Transfer Agent. If required to do so by its transfer agent
         for  the  Shares  and so  long  as  Holder  is not in  breach  of  this
         Agreement,  the Company  will  deliver or cause to be  delivered to the
         transfer agent a legal opinion to the effect that the Exchanged  Shares
         may be issued to the Holder.

                  (g)  Independent  Nature of Holder.  The Company  acknowledges
         that the  obligations of Holder under the Agreement are several and not
         joint with the  obligations  of any other holder of notes issued by the
         Company  and no  Holder  shall  be  responsible  in  any  way  for  the
         performance of the obligations of any other person under the Agreement.
         The  decision of Holder to  purchase  the  Securities  pursuant to this
         Agreement  has been  made by such  Holder  independently  of any  other
         purchase and independently of any information, materials, statements or
         opinions as to the business, affairs,  operations,  assets, properties,
         liabilities,  results of operations, condition (financial or otherwise)
         or prospects  of the Company  which may have made or given by any other
         person or by any agent or employee of any other  person,  and no Holder
         or any of its agents or employees  shall not have any  liability to any
         person  relating to or arising  from any such  information,  materials,
         statements or opinions. The Company acknowledges that nothing contained
         herein,  or in any  agreement,  and no action taken by Holder  pursuant
         hereto or thereto,  shall be deemed to  constitute  a  partnership,  an
         association,  a joint venture or any other kind of entity,  or create a
         presumption  that the  Holder is in any way  acting in  concert or as a
         group with respect to such obligations or the transactions contemplated
         by the  Agreement.  The  Company  acknowledges  that  Holder  shall  be
         entitled to  independently  protect  and enforce its rights,  including
         without  limitation,  the rights  arising out of this  Agreement and it
         shall  not be  necessary  for  any  other  person  to be  joined  as an
         additional party in any proceeding for such purpose.

         6. Representations, Warranties and Covenants of the Holder.

                  (a)  Organization;  Power  and  Authority.  The  Holder  is  a
         corporation  duly  organized  and  validly  existing  under the laws of
         ______________  . The Holder has the  requisite  power and authority to
         enter into and  perform its  obligations  under this  Agreement  and to
         exchange the Notes in accordance with the terms hereof.  The execution,
         delivery  and  performance  of this  Agreement  by the  Holder  and the
         consummation by it of the  transactions  contemplated  hereby have been
         duly and validly  authorized by all necessary  action.  The undersigned
         officer of the Holder has full  authority to execute this Agreement and
         to bind the Holder  thereby.  This Agreement has been duly executed and
         delivered  by  the  Holder.  This  Agreement   constitutes,   or  shall
         constitute when executed and delivered,  a valid and binding obligation
         of the Holder  enforceable  against the Holder in  accordance  with its
         terms, subject to applicable  bankruptcy,  insolvency,  reorganization,
         fraudulent   conveyance,   moratorium  and  other  laws  affecting  the

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         enforceability of creditors' rights generally and to general principles
         of equity (regardless of whether enforcement is considered at law or in
         equity).

                  (b)  Exempt  Offering.   The  Holder   acknowledges  that  the
         transaction   contemplated   hereby  is  intended  to  be  exempt  from
         registration  by  virtue  of  Section  4(2)  and  Regulation  S of  the
         Securities Act. The Holder knows of no reason why such exemption is not
         available.

                  (c) No  Solicitation by the Company.  The Holder  acknowledges
         that it  contacted  the Company  and  initiated  negotiations  with the
         Company regarding the Exchange as described above.  Neither the Company
         nor  anyone  acting on the  Company's  behalf  solicited  the Holder or
         initiated  contact with the Holder  regarding  this  transaction in any
         manner whatsoever.

                  (d) Existing Holder of Exchange Notes.  Holder  represents and
         warrants  that  Holder is the sole legal and  beneficial  holder of the
         Notes being exchanged by Holder.

                  (e) Title to Exchange  Notes. At the Settlement  Date,  Holder
         shall deliver good, valid and marketable title to the Notes transferred
         to the  Company  hereunder  free and clear of any liens,  charges,  and
         encumbrances.

                  (f) No Commissions or Remuneration.  Holder hereby  represents
         that it has not and shall  not,  and no one acting on its behalf has or
         shall,  receive any  commissions  or other  remuneration  paid or given
         directly or indirectly for soliciting the Exchange under this Agreement
         and  that  Holder  shall  not  pay  or  agree  to  pay  commissions  or
         remuneration  to any other  third  party  directly  or  indirectly  for
         soliciting such Exchange.

                  (g) Accredited  Investor.  Holder represents and warrants that
         (i) it is an "accredited  investor" as such term is defined in Rule 501
         of Regulation D, promulgated under the Securities Act, (ii) 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,  (iii)  the  Holder  is  acquiring  the Note in an
         "offshore transaction", as defined in Rule 902(i) of Regulation S, (iv)
         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 (v) the Note has been sold  pursuant to Regulation S under
         the Securities Act.

                  (h) Access to Information. The Holder has had such opportunity
         as it has deemed adequate to obtain from representatives of the Company
         such  information  as is necessary to permit the Holder to evaluate the
         merits   and  risks  of  the   transaction   contemplated   hereby  and
         acknowledges  that it,  among other  things,  has  received or reviewed
         copies of the Company's  Annual Report on Form 10-K for the fiscal year
         ended December 31, 2003 and Quarterly  Reports on Form 10-Q for each of
         the fiscal  quarters ended March 31, 2004,  June 30, 2004 and September
         30, 2004. The Holder has sufficient  experience in business,  financial
         and investment matters to be able to evaluate the risks involved in the
         acquisition  of the  Shares  and  Warrants  and  to  make  an  informed
         investment  decision with respect to such  acquisition and the exchange

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         contemplated hereby, and the Holder acknowledges that the Company makes
         no  representation  regarding the value of the Notes, the Shares or the
         Warrants.

                  (i) No  Distribution.  Holder  represents and warrants that it
         currently has no present plans,  transactions,  or agreements  with any
         third  party for the  distribution  of the common  stock to be received
         under this  Agreement  and that the common  stock to be received  under
         this  Agreement  shall be  acquired  by Holder  for its own  investment
         holdings and purposes.

                  (j) No Violation.  The Holder represents and warrants that the
         execution  and  delivery  of  this  agreement  by the  Holder  and  the
         performance by the Holder of its obligations  hereunder do not and will
         not violate any law or regulation applicable to the Holder.

                  (k)  Publicity.  The  Holder  covenants  that it will keep the
         terms of this Agreement  confidential and shall not disclose such terms
         to any other person or entity.

                  (l) Costs and Expenses. The Holder shall pay its own costs and
         expenses,  including  but not limited to  attorneys  fees,  incurred in
         connection with its performance of transactions contemplated hereby.

                  (m) Independent Investment.  Holder has not agreed to act with
         any other holder of notes for the purpose of acquiring, holding, voting
         or  disposing  of the Shares to be acquired  hereunder  for purposes of
         Section 13(d) under the Securities  Exchange Act if 1934 as amended and
         Holder is acting  independently  with respect to its  investment in the
         Shares.

         7. Registration  Rights. (a) If at any time the Company shall determine
to  prepare  and  file  with  the  Securities  and  Exchange   Commission   (the
"Commission")  a  registration  statement  relating to an  offering  for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities  Act) or its then  equivalents  relating to equity  securities  to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans (a "Registration Statement"), the Company shall send to the Holder
written  notice of such  determination  and, if within 30 days after  receipt of
such notice, Holder shall so request in writing (which request shall specify the
Shares and Warrant Shares intended to be disposed of by the Holder), the Company
will cause the  registration  under the Securities Act of all Shares and Warrant
Shares which the Company has been so requested to register by the Holder, to the
extent  requisite to permit the  disposition of the Shares and Warrant Shares so
to be  registered,  provided that if at any time after giving  written notice of
its intention to register any  securities and prior to the effective date of the
registration  statement filed in connection with such registration,  the Company
shall determine for any reason not to register or to delay  registration of such
securities,  the  Company  may, at its  election,  give  written  notice of such
determination to the Holder and,  thereupon,  (i) in the case of a determination
not to register,  shall be relieved of its obligation to register any Shares and
Warrant Shares in connection with such  registration,  and (ii) in the case of a
determination to delay registering,  shall be permitted to delay registering any
Shares and Warrant  Shares being  registered  pursuant to this Section 7 for the
same period as the delay in registering such other securities. The Company shall

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include  in such  registration  statement  all or any  part of such  Shares  and
Warrant Shares such Holder requests to be registered;  provided,  however,  that
the Company  shall not be required  to  register  any Shares and Warrant  Shares
pursuant to this Section 7 that are eligible for sale pursuant to Rule 144(k) of
the Securities Act. The Company  acknowledges and agrees that if it shall file a
registration  statement,  the Shares and Warrant Shares must be included thereon
and the Company shall not enter into and contract or agreement to the contrary.

                  (b) On or prior to the date  that is sixty  (60) days from the
date of this Agreement,  upon written  request of the Holder,  the Company shall
prepare and file with the Commission a "resale" Registration  Statement covering
all Shares and Warrant Shares. The Company shall use its reasonable best efforts
to  cause  the  Registration  Statement  to  be  declared  effective  under  the
Securities  Act as promptly as possible  after the filing  thereof,  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.

         8. Notices. Any notice, demand,  request, waiver or other communication
required or  permitted  to be given  hereunder  shall be in writing and shall be
effective  (a) upon hand  delivery,  or on the date  transmitted  by telecopy or
facsimile at the address or number designated below (if delivered or transmitted
on a business  day),  or the first  business  day  following  such  delivery  or
transmission  (if  delivered  other than on a business day) or (b) on the second
business day following  the date of mailing by express  courier  service,  fully
prepaid,  addressed to such  address,  or upon actual  receipt of such  mailing,
whichever shall first occur. The addresses for such communications shall be:

If to the Company:                  Ramp Corporation
                                    33 Maiden Lane, 5th Floor
                                    New York, NY 10038
                                    Attn: Andrew Brown
                                    Telephone No.: (212) 440-1548
                                    Telecopier No.: (212)

with copies (which copies
shall not constitute notice
to the Company) to:                 Jenkens & Gilchrist Parker Chapin LLP
                                    The Chrysler Building
                                    405 Lexington Avenue
                                    Attn: Martin Eric Weisberg
                                    New York, NY 10174
                                    Telephone No.: (212) 704-6050
                                    Telecopier No.: (212) 704-6288

If to the Holder:                   At the address of such Holder set forth on
                                    the signature page to this Exchange Offer.

with copies to:                     Richard Naimer, Esq.
                                    Granot Strauss & Co.
                                    28th Floor
                                    7 Menachem Begin Street
                                    Ramat Gan 52521
                                    Israel
                                    Telephone: (    )
                                    Telecopier: (    )

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Any party  hereto may from time to time change its address for notices by giving
at least ten (10) days written notice of such changed address to the other party
hereto.

         9. Amendment;  Entire  Agreement.  This Agreement  cannot be amended or
modified except by a writing  executed by both parties which  expresses,  by its
terms,  an  intention to modify this  agreement.  This  Agreement  and the other
agreements between the parties and their respective representatives and advisors
being entered into  concurrently  herewith,  constitutes the entire agreement by
and among the parties hereto and supercedes any prior  proposals,  agreements or
understandings  relating to the subject matter hereof.  Each party  acknowledges
and agrees that it is relying on no other representation,  warranty, covenant or
agreement  of the other party except for those set forth in this  Agreement  and
such other agreements.

         10.  Governing Law. This Agreement shall be governed by the laws of the
State of New York  without  giving  effect  to the  conflict  of law  provisions
contained therein and each party hereby irrevocably and unconditionally  submits
to the  exclusive  jurisdiction  of any New York State  court or  Federal  court
sitting  in the  Borough  of  Manhattan,  City  of New  York  in any  action  or
proceeding arising out of or in relation to this Agreement.

         11.  Execution  in  Counterparts.  This  Agreement  may be  executed in
several  counterparts  by one or more of the parties  named  herein and all such
counterparts  once so executed  shall together be deemed to constitute one final
agreement,  as if one document had been signed by all of the parties hereto, and
each such counterpart,  upon execution and delivery,  shall be deemed a complete
original,  binding  on the  parties to this  Agreement.  This  Agreement  may be
delivered by facsimile, and the facsimile copy shall be deemed to be an original
for all purposes.


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         IN WITNESS  WHEREOF,  the Company and the Holder  acknowledge and agree
that this  Exchange  Agreement was duly executed on the date first written above
set forth below its name.

--------------------------------------------------------------------------------
RAMP CORPORATION

Signature:________________________________
Name:
Title:
Date:
--------------------------------------------------------------------------------

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The terms set forth herein are accepted by __________________.

_________________________

Signature:________________________________
Name:
Title:
Date:
--------------------------------------------------------------------------------


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                      SCHEDULE A TO THE EXCHANGE AGREEMENT


                     SCHEDULE OF NOTES, SHARES AND WARRANTS


Principal Amount   Interest      Maturity Date         Shares         Warrants
----------------   --------      -------------         ------         --------
$808,964.00       $24,216.99    January 14, 2005       730,861        170,900


<PAGE>



                 EXHIBIT A TO THE SECURITIES EXCHANGE AGREEMENT


                                 FORM OF WARRANT