UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   For the fiscal year ended December 31, 2004

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the transition period          from        to

                         Commission File Number 0-24768

                                RAMP CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                      84-1123311
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            33 Maiden Lane, New York, NY                    10038
      (Address of principal executive offices)            (Zip Code)

                                 (212) 440-1500
              (Registrant's telephone number, including area code)

               Securities registered pursuant to 12(b) of the Act:
Common Stock - $.001 par value                   American Stock Exchange
    Title of Each Class                Name of Each Exchange on Which Registered

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                               Title of Each Class

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|

      As of June 30, 2004, the aggregate market value of the registrant's common
stock held by  non-affiliates  was  approximately  $34,002,631  (based  upon the
closing price of the  registrant's  common stock on the American Stock Exchange,
as of the last business day of the most recently completed second fiscal quarter
(June 30,  2004).  For  purposes of this  computation,  all of the  registrant's
directors and executive officers are deemed to be affiliates).

As of March 21, 2005,  12,959,074  shares of the registrant's  common stock were
outstanding.
<PAGE>

                                RAMP CORPORATION

                                    Form 10-K
                   For the Fiscal Year Ended December 31, 2004


                                                                            Page
                                                                            ----
PART I
Item 1.   Business                                                             1
Item 2.   Properties                                                          27
Item 3.   Legal Proceedings                                                   28
Item 4.   Submission of Matters to a Vote of Security Holders                 29

PART II
Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters  30
          and Issuer Purchases of Equity Securities
Item 6.   Selected Financial Data                                             32
Item 7.   Management's Discussion and Analysis of Financial Condition and     33
          Results of Operations
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk          41
Item 8.   Financial Statements and Supplementary Data                         42
Item 9.   Changes in and Disagreements with Accountants on Accounting and     42
          Financial Disclosure
Item 9A.  Controls and Procedures                                             42
Item 9B.  Other Information                                                   43

PART III
Item 10.  Directors and Executive Officers of the Registrant                  44
Item 11.  Executive Compensation                                              47
Item 12.  Security Ownership of Certain Beneficial Owners and Management and  53
          Related Stockholder Matters
Item 13.  Certain Relationships and Related Transactions                      56
Item 14.  Principal Accountant Fees and Services                              60

PART IV
Item 15.  Exhibits, Financial Statement Schedules                             61
          Financial Statements                                               F-1
          Signatures
          Index to Exhibits


                                       1
<PAGE>

                           FORWARD-LOOKING STATEMENTS

      To the  extent  that  any  statements  made  in  this  Form  10-K  contain
information   that  is  not   historical,   these   statements  are  essentially
forward-looking.  Forward-looking  statements  can be  identified  by the use of
words such as "expects,"  "plans,"  "will,"  "may,"  "anticipates,"  "believes,"
"should,"  "intends,"  "estimates,"  and other words of similar  meaning.  These
statements  are subject to risks and  uncertainties  that cannot be predicted or
quantified and,  consequently,  actual results may differ  materially from those
expressed  or  implied  by  such  forward-looking  statements.  Such  risks  and
uncertainties  include,  without  limitation,  our  ability to raise  capital to
finance the  development  of our business,  including our Internet  services and
related  software,  the  effectiveness,  profitability  and the marketability of
those services, our ability to protect our proprietary information and to retain
and expand our user base, the establishment of an efficient  corporate operating
structure as we grow,  the risk factors set forth in this Form 10-K beginning on
page 12, and other risks detailed from  time-to-time  in our public filings with
the  Securities  and  Exchange  Commission  ("SEC").  We do  not  undertake  any
obligation to publicly update any forward-looking statements.

                                     PART I
Item 1. Business

      We originally incorporated in Colorado in 1988 as Nur-Staff West, Inc. and
began as a temporary  healthcare  staffing company with offices at various times
in Colorado, New York, Texas and California. In 1998, Nur-Staff West was changed
its  name  to  Medix  Resources,   Inc.  Medix  subsequently   acquired  Cymedix
Corporation and the two companies were merged into a new wholly-owned healthcare
technology  subsidiary  of Medix called  Cymedix-Lynx.  In 2002,  we organized a
wholly-owned subsidiary, PS Purchase Corp., in Delaware, and in 2003 changed its
name to HealthRamp,  Inc.  ("HealthRamp") to continue our healthcare  technology
business.  In 2003, we reincorporated as Ramp Corporation in Delaware  ("Ramp"),
and positioned HealthRamp as our wholly-owned  healthcare technology subsidiary.
References to the "Company",  "we", "us" or words of similar import in this Form
10-K include Ramp, HealthRamp and their subsidiaries.

      In 2000, we divested our healthcare  staffing  operations service to focus
exclusively on the development of innovative healthcare  information  technology
solutions,  positioning  the  Company  as a pioneer in the  emerging  electronic
healthcare  industry.  In 2003, we continued to refine the  company's  strategic
direction  based upon the vision of  enhancing  the  efficiency  and  quality of
healthcare  by  developing  and  marketing  a  range  of  integrated  healthcare
technology  solutions  built on our expertise in  computerized  physician  order
entry ("CPOE") and electronic prescribing ("ePrescribing").

      In March 2003,  HealthRamp  purchased key technical assets of a healthcare
technology firm called "ePhysician" from Comdisco Ventures, Inc., and integrated
the  ePhysician  technologies  with our core Cymedix  application  to create the
HealthRamp  CarePoint(TM)  ("CarePoint") electronic healthcare technology suite.
HealthRamp  markets CarePoint to physicians and other healthcare  professionals,
and has incorporated key components of its foundational  ePrescribing technology
into the HealthRamp  CareGiver(TM)  ("CareGiver")  application for the long term
care industry.

      In November  2003,  we acquired  the  businesses  and assets of  Frontline
Physicians Exchange and Frontline  Communications  ("Frontline"),  a provider of
premium-quality   24-hour   telephone   answering  and  messaging   services  to
physicians,  clinicians,  and other  healthcare-centric  businesses.  We renamed
Frontline OnRamp ("OnRamp") for the purpose of corporate brand  consistency.  On
September  30, 2004 we resold  OnRamp to the former owners of Frontline in order
to fully  devote  all of our  financial  and  managerial  resources  to our core
HealthRamp products and operations.


                                       2
<PAGE>

      In 2003,  the Company formed a wholly-owned  subsidiary,  LifeRamp  Family
Financial,  Inc.  ("LifeRamp"),  in Utah  that  has not yet  commenced  business
operations.  LifeRamp's  business purpose is the making of non-recourse loans to
terminally ill cancer patients secured by their life insurance policies. In July
2004, the Company decided to delay the  commencement  of business  operations of
LifeRamp indefinitely while exploring financing and other possible alternatives.
Subsequently  in October 2004, the Company ceased all operations at LifeRamp and
began actively  pursuing  alternatives for its LifeRamp  investment.  In January
2005,  the  Company  began  exploring  options  for  capitalizing  the assets of
LifeRamp as a separate  business from the Company including a potential spin off
of all or a portion of LifeRamp. In February 2005, LifeRamp received $300,000 in
bridge   financing  from  investors  in   contemplation   of  such  a  strategic
transaction.  LifeRamp is using the proceeds from the bridge financing to pursue
a strategic  recapitalization.  There can be no assurance  that the Company will
complete a  transaction  that will recoup its initial  investment or any portion
thereof.

      In October 2004, we acquired all of the tangible and intangible  assets of
Berdy Medical  Systems,  Inc., a provider of  comprehensive  electronic  medical
record  systems for physician  practices.  The  acquisition of the Berdy systems
enabled us to expand our practice-centric  healthcare technology product line to
encompass a spectrum from affordable,  high-utility, readily adoptable, wireless
ePrescribing  solutions to  fully-featured  electronic  medical  record  systems
(EMR), and provided us with clinical and technical  expertise germane to our new
product development efforts.

      In  August  2004,  HealthRamp  released  the  initial  version  of  a  new
application  designed to meet the information  technology needs of the long term
care   industry.   This   application   is   called   HealthRamp   CareGiver(TM)
("CareGiver").  CareGiver v1.0, based upon our core  ePrescribing  technologies,
allows  skilled  nursing  facilities  to manage the  admissions,  discharge  and
transfer process;  to submit secure electronic orders for drugs,  treatments and
supplies  to   institutional   pharmacies   and  other   vendors;   to  maintain
comprehensive  resident medical records,  and to easily manage recurring monthly
clinical and business process.

Company Overview

      HealthRamp  is  a  leading  provider  of   internet-based,   point-of-care
healthcare  applications  and services that  increase  patient  safety,  improve
medical  practice  efficiency,  and reduce costs.  Our  proprietary  application
service   provider   ("ASP")  based   technologies   provide   secure   Internet
communication,  data integration and transaction  processing,  enable electronic
prescribing of drugs and the delivery of critical  information  between  patient
point-of-care  providers  ("POCs";  i.e.,  physician or caretaker)  and specific
healthcare  value  chain  intermediaries  ("HVCIs" - such as retail  pharmacies,
laboratories,  and pharmacy  benefit  managers,  or "PBMs",  and  pharmaceutical
companies). Our applications support clinical decision making, improve treatment
outcomes,  and create significant  operational  efficiencies.  In addition,  our
CareGiver  application  provides long term care  facilities with a comprehensive
solution for wireless order entry and  fulfillment of  medications,  treatments,
equipment  and  supplies;  resident  and  facility  administration;   electronic
charting;  administrative  process automation;  and electronic  integration with
institutional pharmacies, billing systems, pharmacists, and other vendors.

      Previous  management had planned to initially deploy our  practice-centric
point-of-care  technologies in a single market,  and began to test this approach
in April  2002.  A small,  local  sales and  installation  team was  deployed in
Georgia  that  endeavored  to  deploy  our  technology  to  regional   physician
practices.  By August 2002 it was clear that while our  technology had proven to
work  extremely  well in  practice,  this  specific  marketing  approach was not
commercially viable due to limited support by major HVCIs in the Georgia market,
and the high costs associated with physically  locating sales,  deployment,  and
support personnel in a given regional marketplace.  Based on this evaluation, we
terminated the Georgia deployment in August, 2002.


                                       3
<PAGE>

      At that time, we began to evaluate the prospect of remotely automating the
deployment and support of our  technology,  and concluded that a viable business
could be built by an  alternate  method than the  approach  initially  tested in
Georgia.  Based on this conclusion,  our Board recruited a new senior management
team in September 2002,  including a new chief executive officer, to pursue this
new, more efficient approach to deploying and supporting our technology.

      Our current plan for the  commercialization  of our technology shifts from
the  exclusive  focus on  individual  doctors  and small  practices  in specific
geographic areas, and instead targets physician  practices and other POC centers
that have the following  characteristics:  high patient  volume;  clear economic
incentives  - such as the need for  administrative  and  time  savings;  a clear
commitment  to  electronic  transfer  of POC  information;  and  HVCI  or  other
healthcare participant support for the rollout of the technology. Our goal is to
create  connectivity  from the  point  of care to the  various  segments  of the
healthcare  industry that meet these criteria,  such as health plans,  insurers,
skilled nursing facilities,  PBMs,  pharmacies,  pharmaceutical  companies,  and
other electronic healthcare value chain stakeholders.

      While we will, as required,  occasionally  send personnel into the offices
of physicians,  the primary deployment of our CarePoint technologies is now done
on a virtual basis, utilizing the web and related remote technologies.  This new
approach,  wherein we do not typically  physically  visit a  physician's  office
during the deployment  process,  is fundamentally  different - and far more cost
efficient - than the earlier  efforts in  Georgia.  Our ability to  successfully
deploy  our  product  on  a  virtual   basis  is  a  key  to  our  intention  to
systematically reach physicians in a cost-effective manner.

      We believe that it is important  to deploy  technologies  that are readily
adoptable  and have  established  markets.  As noted above,  in 2003 we acquired
ePhysician  healthcare  information  technologies and other assets from Comdisco
Ventures,  Inc. prior to its cessation of operations in 2002.  ePhysician's  POC
technologies  enable  physicians  to  securely  access and send  information  to
pharmacies,  billing service companies,  and practice management systems via the
Palm  OS(R)-based  handheld  device and the  Internet,  meeting our  criteria of
deploying  effective,  recognized  technologies.  We integrated  the Cymedix and
e-Physician  technologies into our CarePoint suite of technologies and, in 2003,
formed  HealthRamp to further  develop and  commercialize  the CarePoint  suite.
During October 2003,  HealthRamp began its initial  roll-out of CarePoint,  with
one focus on the conversion of existing ePhysician clients to CarePoint.

      Since  we do not yet  have  substantial  revenues,  we have  continued  to
address our working capital needs and to finance the development of our software
technology by the sale of our  securities in private  placements  generally at a
discount to market value.

      Our principal  executive  offices are located at 33 Maiden Lane, New York,
New York 10038.  Our  telephone  number is (212)  440-1500.  We also have office
space in Utah, Florida and Texas.

Industry Background

      Growth of the medical information  management marketplace is driven by the
need  to  share  accurate  clinical  and  patient  information  among  qualified
stakeholders  in the  healthcare  system.  The U.S.  Centers  for  Medicare  and
Medicaid  Services ("CMS") estimates that  approximately  $1.3 trillion dollars,
about 15% of the U.S. gross domestic  product,  was spent on healthcare in 2002.
The CMS also estimates that U.S. healthcare expenditures are expected to grow to
approximately  $2.8  trillion  by 2011 due to the  growing  use of  increasingly
expensive and sophisticated clinical technologies, an aging population base, and
the increasing demands of newly-empowered and health conscious consumers.


                                       4
<PAGE>

      Leading health economists  estimate that 26% or more of the nation's total
healthcare  expenditures are spent on back office administrative  burdens. These
economists  have  determined  that up to 10% or more of these  expenditures  are
directly  attributable  to the  consequences of adverse health events related to
inaccurate  prescriptions,  illegible  physician  handwriting,  and the  lack of
availability  of relevant  patient  information and clinical data. Our CarePoint
product  targets  this 36% of the  nation's  total  healthcare  expenditures  by
offering an effective means of reducing these costs by increasing the efficiency
and accuracy of point of care transactions.

      Our  target  markets   include  the   approximately   645,000   practicing
physicians, 5,800 hospitals, 16,400  Medicare/Medicaid-certified  nursing homes,
1,000 private long-term care facilities,  2,000 nursing facilities servicing the
mentally handicapped, 40,000  assisted-living/residential care homes, 8,000 home
healthcare  agencies,  4,500  independent  laboratories and thousands of managed
care  organizations  and other  ancillary  healthcare  providers  in the  United
States. Many large healthcare  organizations have installed automated systems to
structure  and share  healthcare  information.  Physician  practices,  which are
generally  comprised  of five or  fewer  physicians,  have  systems  to  support
billing,  scheduling  and  some  clinical  activity,  and  the  same  is true of
hospitals. However, very few healthcare provider organizations have automated at
the origin of a transaction, which occurs at the clinical point-of-care.

      Healthcare  providers  record,  manage and share  clinical  patient  data,
including patient demographics, treatment histories, examination notes, lab test
results  and  medication  orders  histories.  Currently,  most of  this  data is
captured at the point-of-care in handwritten or printed paper forms that must be
manually converted to an electronic format for easier  management,  analysis and
exchange. Historically,  little transactional automation has been implemented at
the point-of-care due to economic constraints, lack of awareness or expertise in
information  technologies on the part of the practicing physician,  and the lack
of compelling,  affordable solutions. Due to a recent convergence of regulatory,
economic, technological, social and demographic trends, healthcare providers are
becoming  increasingly  aware  of the  benefits  of using  wireless  information
technology in the clinical setting.

      The  healthcare  industry is highly  regulated  by both  federal and state
agencies.  The  Health  Insurance  Portability  and  Accountability  Act of 1996
("HIPAA"), a set of federal regulations,  establishes standards and requirements
for the management,  storage and electronic transmission of patient information.
Under  HIPAA,  POC's  and  HVCI's  that  transmit  patient  medical  information
electronically  are required to use  technology  that meets HIPAA  standards for
electronic  transactions and code sets, data security,  unique identifiers,  and
patient privacy. All HealthRamp products are fully HIPAA-compliant.

HealthRamp Technology

      HealthRamp's   proprietary   healthcare  technology  products,   including
HealthRamp  CarePoint,  CarePoint  Companion(TM) and CareGiver(TM)  ("HealthRamp
Technology"),  enable POC  electronic  prescribing,  laboratory  orders and test
results,  treatment  and  dietary  orders,  Internet-based  communication,  data
integration and transaction  processing - all through wireless  handheld devices
or standard Internet browsers.

      HealthRamp   develops  and  markets   point-of-care   productivity  tools,
applications,  and services  that enable  medical  professionals  to enhance the
level  of  patient   care,   improve   safety  and  increase  the  clinical  and
administrative  efficiency of the medical  practice,  hospitals,  long-term care
facility, and within other patient care settings.


                                       5
<PAGE>

HealthRamp CarePoint

      CarePoint provides medical  professionals  with various  functionalities -
including  secure  electronic  access  to  patient  information  stored in their
practice management systems ("PMS"),  patient-specific  formularies, the ability
to send and receive  laboratory orders,  and electronic  prescribing.  Automated
real-time  transactions  determine patient eligibility for drug benefit coverage
and medication history and formulary  compliance at the point of care. CarePoint
operates on wireless devices such as Microsoft(R) Windows Mobile(TM)- Pocket PCs
and  SmartPhones,   Palm  OS(R)-based  personal  digital  devices  ("PDAs")  and
SmartPhones,  and through Web browsers,  and integrates with many PMS's, through
its Patient Data Exchange ("PDX")  technology.  CarePoint is HIPAA compliant and
utilizes strong encryption to ensure data security.

CarePoint Features and Functionality

Electronic Prescribing

      Electronic  prescribing  is designed to reduce  patient data  verification
requests,  avoid complications due to illegible handwriting,  avert adverse drug
interactions   and  provide  access  to  a  current  drug  reference  guide  and
patient-specific formulary information.  Prescriptions are automatically sent to
a patient's  pharmacy through secure fax lines or through  encrypted  electronic
data interchange  ("EDI").  Prescriptions can also be printed out locally at the
practice. The prescribers'  signature is electronically  captured and appears on
all scripts.  Renewal  requests can be placed on an electronic  queue for remote
approval by qualified medical personnel. Queued prescriptions can be edited, and
notes and comments may be added as needed prior to approval.

      Approved prescriptions can be conveniently delivered to any retail or mail
service pharmacy.  The prescribers' list of commonly prescribed  medications can
be customized,  and common SIG (directions) can be included in the prescriptions
allowing a physician  to complete a script  within  seconds.  Prescriptions  are
transmitted  to the retail  pharmacy  before the patient has left the  practice,
reducing wait time at the pharmacy.

Drug Reference Guide

      CarePoint enables secure, real-time access to an up-to-date, comprehensive
drug  database  that  includes   information   about  adverse  drug   reactions,
alternative medications, indications,  contraindications,  brand name or generic
medications,  dosage and  administration,  and patient  monographs  on every FDA
approved drug as well as over-the-counter medications.

Drug Interactions Checker

      This function  enables  physicians to check for potential  interactions in
multiple drug combinations with a patient's  medication history.  Automatic Drug
Utilization  Reviews and alerts for adverse  interactions are displayed based on
the  patient's  medication  history - including  drug-to-drug,  drug-to-allergy,
drug-to-demographics,   drug-to-condition,   and   duplicate   therapy   checks.
Pediatric,  geriatric,  pregnancy and lactation  advisories are displayed  where
appropriate.  Prescribers  can select  alternative  medications  where such drug
interactions are indicated.

Real-Time Formulary Referencing

      Through real-time access to the nation's largest pharmacy benefit managers
and  patient-specific  formularies - both  directly,  and via RxHub - physicians
have  easy  access  to the  information  required  to write  formulary-compliant
prescriptions.  Where  appropriate,  alternative "on formulary"  medications are
viewable when an off-formulary drug is selected.


                                       6
<PAGE>

CarePoint STAT

      CarePoint STAT is our Web browser-only product that enables  e-prescribing
and all of the other functionality of CarePoint on a desktop computer.

Patient Data Exchange

      HealthRamp's PDX technology  allows for the secure,  remote  extraction of
patient demographics,  insurance and scheduling information from an existing PMS
within a  medical  practice.  We  currently  integrate  with  over 125  practice
management systems.

HealthRamp CarePoint Companion

Messaging Via CarePoint Companion

      CarePoint  Companion  allows  partner   organizations  to  place  targeted
messages via CarePoint, to medical professionals in their work environments. The
POP (point-of-prescribing)  messaging system provides partner marketers with the
ability  to assign  specific  conditions  under  which  their  messages  will be
displayed.

Message Categories

      Targeted messaging may be used for alternative  medication  information at
the POP, medical news, billboard,  subscriptions,  general messages from partner
marketers, surveys, samples, order forms and event announcements/invitations and
may be  programmed to appear under  specific  conditions.  Message  triggers may
include type of  medication,  region,  gender and age.  HealthRamp  will provide
message tracking  services and response analysis to analyze the effectiveness of
partner marketing features.

      CarePoint  Companion is designed to allow partner  companies to detail and
monitor feedback from physicians in real-time.  The program provides  electronic
detailing,  intelligent messaging,  electronic prescribing and marketing content
control, real time prescription data analysis at the point of care with wireless
and  Internet  connectivity  to  sales  and  marketing  force,  patient-specific
messaging   when  the  physician   prescribes  in  a  specific  drug   category,
diagnosis-specific   journal   articles  from  a  sponsored   medical   journal,
patient-specific  samples in real-time with inventory  tracking,  and electronic
invitations, confirmations and directions to the event.

      CarePoint  Companion offers means of strategically  delivering messages to
physicians at the point-of-care.  Context-specific,  intelligent messages can be
displayed in a number of formats. POP message spots can be purchased in specific
categories and can be delivered either nationally or by region.

      The feature set of our HealthRamp  Technology  includes the  functionality
described  below,  which may be modified from time to time based on the needs of
our end-users.


                                       7
<PAGE>

HVCI                     TARGETED FUNCTIONALITY
----                     ----------------------
Pharmacy                 o  PBM identification  (eligibility verification and an
                            automatic link to formulary / benefits information).
                         o  Medication history
                         o  Treatment  electronic  prescribing  (retail and mail
                            order)
                         o  Patient-specific formulary at the POC
                         o  Drug utilization review  (drug-to-drug  interaction,
                            drug-to-allergy,     drug-to-condition     checking,
                            duplicate therapy and other clinical checks)
                         o  Messaging and prompts
                         o  Compliance analysis

Laboratory               o  Complete laboratory order entry
                         o  Medical necessity verification
                         o  24/7 results reporting (partial and full)
                         o  Specimen tracking
                         o  Messaging and prompts

HealthRamp CareGiver

      HealthRamp CareGiver is a comprehensive electronic order-entry, electronic
medical records system, and facility  management  solution designed for the long
term  care  industry.   By  delivering   real-time   clinical   information  and
transactional  functionality to the skilled nursing facility staff and attending
physicians  at both at the  point-of-care  and to  remote  locations,  CareGiver
significantly  improves  facility  productivity and enhances the quality of care
for long term care facility residents.

      The CareGiver solution is designed to dramatically  improve the efficiency
of the entire  clinical  ordering and  fulfillment  process.  CareGiver  enables
point-of-care  medication  and  treatment  order  entry  by  onsite  clinicians,
real-time access to a comprehensive  medication library,  remote physician order
approval  capability,  automated  renewal of  standing  orders (a  feature  that
greatly  reduces the cost  associated  with the complex  monthly  reconciliation
process),  and secure  integration with the institutional  pharmacy  information
technology infrastructure.

CareGiver Features and Functionality

Wireless Electronic Ordering

      CareGiver allows caregivers at long term care facilities to electronically
place  orders  for  prescription  and  non-prescription  drugs,  treatments  and
rehabilitation orders, dietary orders, medical/surgical supplies, and laboratory
tests from a rugged,  mobile WiFi-enabled  wireless device or Internet-connected
Web browser.

Drug Reference Guide

      CareGiver enables secure, real-time access to an up-to-date, comprehensive
drug  database  that  includes   information   about  adverse  drug   reactions,
alternative medications, indications,  contraindications,  brand name or generic
medications,  dosage and  administration,  and patient  monographs  on every FDA
approved drug as well as over-the-counter medications.


                                       8
<PAGE>

Drug Interactions Checker

      This function  enables  physicians to check for potential  interactions in
multiple  drug  combinations  based  upon  the  resident's  medication  history.
Automatic  Drug  Utilization  Reviews  are  performed,  and alerts  for  adverse
interactions   are   displayed   -  including   drug-to-drug,   drug-to-allergy,
drug-to-demographics,   drug-to-condition,   and   duplicate   therapy   checks.
Prescribers can select  alternative  medications  when adverse  interactions are
indicated.

Real-Time Formulary Verification

      CareGiver provides automated,  real-time point-of-care patient eligibility
checking  and  patient-specific   formulary   information  provided  by  private
insurers, Medicare and Institutional Pharmacies. In addition, CareGiver provides
state-specific  Medicaid  prior-authorization  status and  approved  therapeutic
alternatives for off-formulary selections.

Treatment Queuing for Approval

      With CareGiver,  nurses and other caregivers can enter pending medications
and  treatments  into a queue  that  enables  remote  asynchronous  approval  by
physicians and other qualified medical personnel.

Automated Ordering and Reconciliation of Recurring Drugs and Treatments

      CareGiver  automates the  integration  and renewal of standing  orders and
interim orders - a feature that greatly  reduces the high  administrative  costs
associated with the complex monthly reconciliation process.

Secure Electronic Integration with Institutional Pharmacies and Other Vendors

      All CareGiver orders are securely routed to  institutional  pharmacies and
other vendors, including durable medical equipment suppliers,  oxygen suppliers,
medical test labs,  diagnostic  radiology  facilities and wound care specialists
via HIPAA-compliant electronic fax or electronic data interchange.  In addition,
CareGiver  securely  integrates with existing resident  management  software and
billing systems.

Resident Administration

      CareGiver is also designed to manage pre-admission screening,  admissions,
discharges and transfers, patient demographics, and facility logistics.

Quality Indicators Reporting

      CareGiver   currently  enables  real-time   monitoring  of  state-required
quality-of-care  indictors ("QI"),  based upon the resident  medication history.
Comprehensive QI monitoring based upon Minimum Data Set ("MDS"),  and Activities
of Daily Living ("ADL") statistics plans to be introduced in mid-2005.


                                       9
<PAGE>

CareGiver's Application Service Provider (ASP) Model

      CareGiver  technology  is based upon an ASP model rather than a local data
synchronization  approach.  All data is housed  at a  physically  and  virtually
secure  off-site  location;  no patient data is stored on local client  devices.
Data  transmission  between  client  devices and the  HealthRamp  data center is
128-bit  encrypted,  ensuring that protected  health  information  (PHI) remains
secure and  private.  The ASP model  enables  CareGiver  to be a mobile,  secure
solution.

Intellectual Property and Proprietary Rights

      We use  and  benefit  from an  intellectual  technology  portfolio  in our
healthcare information and technology solutions. We currently hold United States
patents on some of the  technologies  included in our  products and we intend to
continue to file patent  applications.  We believe that due to the rapid pace of
technological change in the eHealth and computer software industry, factors such
as the knowledge,  ability and experience of our  employees,  frequent  software
product enhancements and the timeliness and quality of support services are keys
to our success.  This success is also  dependent,  in part, upon our proprietary
technology and other intellectual property rights.

      We  use  the   trademarks   HealthRamp   CarePoint(TM),   and   HealthRamp
CareGiver(TM) and CarePoint Companion(TM) in our healthcare technology solutions
and  the  registered   trademarks.   In  addition,  we  have  pending  trademark
applications for registration of HealthRamp,  HealthRamp  CarePoint and LifeRamp
LivingChoice.

      Cymedix obtained seven copyright registrations for two versions of each of
three modular software components of the Cymedix suite of products, as well as a
technical evaluation document that describes the software products.  Cymedix has
assigned  such patent and  copyright  registrations  to us and we are  utilizing
these modular software components in the HealthRamp technology.

      We license software and data from third parties, which we incorporate into
our own  products,  some of which are critical to the operation of our software.
These  third  party  licenses  may  not  continue  to  be  available  to  us  on
commercially  reasonable  terms.  Our loss of or inability to maintain or obtain
upgrades to any of these  licenses  could have a material  adverse effect on our
business.

      No assurance  can be given that any of our software  products will receive
additional  patent or other  intellectual  property  protection.  It is  unclear
whether  any  of  the  existing   copyrights  or  patents  will  contribute  any
significant value to our business in the future.

      There  can be no  assurance  that  any of our  current  or  future  patent
applications  or trademark or service mark  applications  will be approved.  Our
inability to protect our marks  adequately  could have a material adverse effect
on our business and hurt us in establishing and maintaining our brands.

      We seek to protect our proprietary  technology and our other  intellectual
property primarily through a combination of patent, trade secret,  trademark and
copyright law,  confidentiality  procedures,  employee and client non-disclosure
agreements and other contractual provisions and technical measures.  Despite our
efforts to protect our proprietary rights,  unauthorized  parties may attempt to
copy  aspects  of  our  products  or  obtain  and  use  information,   products,
technologies  or intellectual  property that we regard as proprietary.  Policing
unauthorized use of our products is difficult and expensive. While we are unable
to determine the extent to which piracy of our products exists,  software piracy
can be expected to be a persistent  problem,  particularly in foreign  countries
where the laws may not protect our proprietary  rights as fully as in the United
States.  In  addition,  there  can be no  assurance  that  we  will  be  able to
adequately  enforce the  contractual  arrangements  that we have entered into to
protect our proprietary rights.


                                       10
<PAGE>

      From time to time, we may be involved in intellectual  property  disputes.
We  may  notify  others  that  we  believe  their  products  infringe  upon  our
intellectual  property  rights,  and others may notify us that they believe that
our products  infringe on their  intellectual  property  rights.  We expect that
providers of eHealth  solutions  will  increasingly  be subject to  infringement
claims as the number of  products  and  competitors  in our  industry  grows and
traditional  suppliers of healthcare  data and  transaction  solutions  begin to
offer  Internet-based  products.  If our proprietary  technology is subjected to
infringement  claims,  we may  have to  expend  substantial  amounts  to  defend
ourselves,  and, if we lose, we may be required to pay damages or seek a license
from third parties,  which could delay the commercialization of our products. If
such a license is not available to us on  commercially  reasonable  terms, or at
all, we could be forced  either to redesign  or to stop  production  of products
incorporating  the intellectual  property of others,  and our operating  results
could be materially and adversely  affected.  If our  proprietary  technology is
infringed  upon,  we may have to expend  substantial  amounts to  prosecute  the
infringing parties, and we may experience losses,  including the invalidation of
our  registered  intellectual  property,  if we  cannot  support  our  claim  of
infringement.

Business Strategy

      Ramp  Corporation,  through its  HealthRamp  subsidiary,  is  dedicated to
developing electronic healthcare solutions that enable medical professionals and
institutions  to  significantly  improve  practice  efficiency  and increase the
quality of patient care. Ramp's  technologies  enable medical  professionals and
institutions to easily access,  capture,  and share critical medical information
directly at the point-of-care.

      Our  business  strategy  is  focused  on  providing  physicians  and other
healthcare  providers with a low-cost,  easily adopted,  narrowly defined set of
technologies,  whose primary  functionality is currently  centered on electronic
prescribing.  We plan to integrate lab test results  reporting into CarePoint by
the end of the  second  half  of 2005  and are  exploring  the  development  and
acquisition  of other  ancillary  products and services which would be useful to
physicians and other healthcare providers in their daily practice.

      The  implementation of a full electronic medical records system ("EMR") is
an expensive  commitment  for a  physician's  office,  and involves  significant
disruption  of  current  operations  to  accommodate  the EMR's  implementation.
According to a 2004 Healthcare  Informatics  study,  EHR systems often cost from
$10,000 to over  $30,000 per  physician - not  including  initial data entry and
ongoing system  maintenance.  Faced with high costs, a confusing array of system
options,   and  the  "culture  shock"  inherent  in  the   implementation  of  a
comprehensive  EMR,  physicians fear making the wrong choice - particularly with
premises-based solutions that require onsite hardware that may become obsolete.

      Conversely, HealthRamp's CarePoint technology - a user-friendly,  low-cost
wireless  ePrescribing  system that provides physicians with easily-adopted core
EHR  functionality,  and  establishes  a  platform  upon  which  additional  EHR
functionality  -  such  as  lab  tests  results  reporting  and  notes  - can be
introduced in an incremental fashion that adapts to individual practice workflow
and budgetary requirements.  By integrating with the existing PMS, the impact on
the practice  workflow is  minimized,  and  CarePoint's  elegant  user-interface
mechanics ensure rapid adoption and high utilization.

      Some  PBMs  have  been  willing  to pay  transaction  fees  to  electronic
prescribers for prescriptions delivered  electronically for their covered lives.
These transaction fees may not justify the cost of deploying our CarePoint Suite
to POC healthcare providers.  Our existing contracts with Medco Health Solutions
and Express Scripts pay us transaction fees on their covered lives. We regularly
explore the  possibilities of PBMs,  health plans and other  interested  parties
providing us with  additional  financial  assistance  to justify  deploying  our
HealthRamp Technology to a targeted POC audience of their choosing.


                                       11
<PAGE>

      From  October  2004 to  date  we have  entered  into  six  contracts  with
long-term nursing home facilities for the deployment of our HealthRamp CareGiver
technology  that  are  in  various  states  of  implementation.   The  licensing
agreements  for CareGiver  contain a monthly  licensing  fee, three to five year
terms, and are based on a per-bed, per-day charge.


                                       12
<PAGE>

CareGiver Business

      Since most skilled nursing facility residents are covered by a combination
of Medicare and Medicaid,  regulatory compliance is a significant concern in the
marketing  of  CareGiver.  Medicare is federally  mandated,  but  regulated  and
administered  at the state level  through  Medicaid.  Therefore  to  implement a
national  strategy  requires  developing  knowledge of each  state's  regulatory
environment.

      A substantial  number of skilled nursing facilities are owned and operated
by regional firms. By using local sales resources we not only are able to market
these  firms on a more  personal  basis,  but also to partner  with them to more
effectively navigate the specific local Medicare regulatory environment.

      Regional  institutional  pharmacies also offer an exciting  opportunity to
 market the  CareGiver  technology.  Institutional  pharmacies  own and  operate
 pharmacies in hospitals, skilled nursing facilities and other healthcare
institutions. Partnering with these entities will enable them to greatly enhance
their  traditional  service  offerings to their facility  clients,  while giving
CareGiver access to vast numbers potential new users.

                                  RISK FACTORS

      In  addition  to the  other  information  contained  in this  report,  the
following  risk  factors  should  be  considered   carefully  in  evaluating  an
investment in our company and in analyzing our forward-looking statements.

                          Risks Related to Our Company

      We have  incurred  and  reported  significant  recurring  net losses which
endangers our viability as a going-concern and caused our independent registered
public  accounting firms to include a "going concern"  explanatory  paragraph in
their reports in connection  with their audits of our financial  statements  for
the years ended  December 31, 2004,  2003 and 2002.  We have reported net losses
applicable  to  common   stockholders  of   $(50,765,000),   $(31,321,000)   and
$(9,014,000) for the years ended December 31, 2004, 2003 and 2002, respectively.
At December 31, 2004,  we had an  accumulated  deficit of  $(122,099,000)  and a
working capital deficit of ($6,306,000).

      We rely on investments and financings to provide working capital which may
not be available to us in the future and may result in increased  net losses and
accumulated  deficit.  While  we  believe  that  we can  continue  to  sell  our
securities to raise the cash needed to continue  operating  until cash flow from
operations  can support our business,  there can be no assurance  that this will
occur.  There can be no assurance that additional  investments in our securities
or other debt or equity  financings will be available to us on favorable  terms,
or at  all,  to  adequately  support  the  development  and  deployment  of  our
technology.  Moreover,  failure to obtain such  capital on a timely  basis could
result in lost  business  opportunities.  In addition,  the terms of our debt or
equity  financings  have  included,  and in the future may  include,  contingent
anti-dilution  provisions and the issuance of warrants, the accounting for which
have resulted,  and for future  financings may result,  in significant  non-cash
increases in our net losses and  accumulated  deficit.  Such  non-cash  expenses
totaled $18.4 million and $9.9 million for the years ended December 31, 2004 and
2003, respectively.

      While we believe  that we have the  ability to  successfully  attract  new
customers, the ultimate deployment of these new customers frequently requires up
front capital.  There can be no assurance  that we will obtain that capital.  In
recent months we have not obtained  sufficient  capital to meet our  obligations
and as a result have not been able to pay our vendors on a timely  basis and are
significantly  in arrears in making such  payments.  While we have been  working
with our creditors to make  arrangements  to satisfy our  obligations in cash or
through the issuance of our  securities,  there can be no assurance that we will
be able to do so and as a result we may be subject to  litigation  or disruption
in our business operations.


                                       13
<PAGE>

      Our  independent   registered  public  accounting  firm  has  advised  our
management and our Audit  Committee  that there were material  weaknesses in our
internal  controls and procedures during fiscal years 2003 and 2004. The Company
has taken steps and has a plan to correct the material weaknesses.  Progress was
made during 2004; however, management believes that if these material weaknesses
are not corrected,  a potential  misapplication of generally accepted accounting
principles  or  potential   accounting  error  in  our  consolidated   financial
statements could occur.  Enhancing our internal controls to correct the material
weaknesses  has and will result in increased  costs to us. While the company has
taken several steps to improve internal  controls in 2004, BDO Seidman,  LLP has
advised our  management  and our Audit  Committee  that,  in BDO Seidman,  LLP's
opinion,  there  were  reportable  conditions  during  2004,  which  constituted
material weaknesses in internal control.  The identified material weakness stems
from the company's numerous equity transactions involving complex and judgmental
accounting issues. While all of these transactions were recorded, BDO Seidman in
their audit work noted instances where Generally Accepted Accounting  Principals
were not correctly applied and adjustments to the company's financial statements
were required.

      As part of the  remedial  steps  taken  in 2004,  the  company  added  the
position of Vice President of Finance to oversee technical accounting, financial
reporting and internal  control issues.  The individual hired in August 2004 for
this position  notified the company of his intent to leave at the end of the 1st
quarter in 2005. The company is actively searching for a replacement.

      The company is also searching for an additional staff accounting  resource
to assist the controller in accounting and reporting transactions. Additionally,
in order to better  determine  the  appropriate  accounting  for complex  equity
transactions,  the company intends to engage outside  expertise to formulate the
proper accounting treatment for such transactions.

      The  success  of  the  development,  distribution  and  deployment  of our
technology  is  dependent  to a  significant  degree on our key  management  and
technical  personnel.  We believe  that our  success  will also  depend upon our
ability to attract,  motivate and retain highly skilled,  managerial,  sales and
marketing,  and technical personnel,  including software programmers and systems
architects skilled in the computer  languages in which our technology  operates.
Competition  for  such  personnel  in  the  software  and  information  services
industries is intense.  The loss of key  personnel,  or the inability to hire or
retain qualified personnel,  could have a material adverse effect on our results
of operations, financial condition or business. On March 18, 2005 we distributed
a proxy to our shareholders requesting approval to increase the number of shares
of common stock issuable under our 2005 Stock  Incentive Plan to 15,500,000 from
5,500,000. If approved, we can give incentive to our employees with the grant of
options or restricted stock awards. Should the increase not be approved it could
have a detrimental effect on employee retention.  The loss of key personnel,  or
the  inability  to hire or retain  qualified  personnel,  could  have a material
adverse effect on our results of operations, financial condition or business.

      We expect to continue to experience  significant losses until such time as
our technology can be successfully deployed and produce revenues. The continuing
development,  marketing and  deployment of our  technology  will depend upon our
ability to obtain  additional  financing.  Our technology has generated  limited
recurring  revenues to date. We are funding our operations  principally  through
the sale of our securities to third party investors.


                                       14
<PAGE>

      We may not be able to retain our listing on the American  Stock  Exchange.
On September  13, 2004,  we received a written  notice (the  "Notice")  from the
American Stock Exchange (the "AMEX") informing us, in relevant part, that we are
not in compliance  with (i) Section  1003(a)(i) of the AMEX rules as a result of
our  stockholder's  equity  less than  $2,000,000  and  losses  from  continuing
operations and/or net losses in two out of three of its three most recent fiscal
years,  (ii)  Section  1003(a)(ii)  of  the  AMEX  rules  as  a  result  of  our
stockholder's  equity  of  less  than  $4,000,000  and  losses  from  continuing
operations  and/or net losses in three out of its four most recent fiscal years,
(iii)  Section  1003(a)(iv)  of the  AMEX  rules  whereby,  as a  result  of our
substantial  sustained  losses in  relation  to our  overall  operations  or our
existing financial resources,  or our impaired financial  condition,  it appears
questionable,  in the opinion of AMEX, as to whether we will be able to continue
operations  and/or  meet  our  obligations  as they  mature,  and  (iv)  Section
1003(f)(v)  of the AMEX  rules as a result of our  common  stock  selling  for a
substantial  period  at a low  price per  share.  The  Notice is not a notice of
delisting from the AMEX or a notice by AMEX to initiate delisting proceedings.

      Specifically,  the Notice  provides that, in order to maintain the listing
of our  common  stock,  we must  submit a plan to the AMEX by October  14,  2004
(extended by the AMEX to October 21, 2004),  advising AMEX of the action we have
taken,  or the  action  we will  take,  to  bring  us into  compliance  with the
continued listing standards of the AMEX within a maximum of eighteen months from
the date the Notice was received.  On October 20, 2004, we timely  submitted our
plan to the AMEX.  On December  16, 2004 the AMEX  notified  the Company that it
accepted the Company's  plan of compliance  and granted the Company an extension
of time until  March 13,  2006 to regain  compliance  with the AMEX's  continued
listing standards.  The Company will be subject to periodic review by AMEX staff
during the extension period.  Failure to make progress  consistent with the plan
or to regain  compliance with the continued  listing standards by the end of the
plan  period on March 13,  2006 could  result in the AMEX  commencing  delisting
proceedings.  Subject  to our right of appeal of any AMEX  staff  determination,
AMEX may initiate  delisting  proceedings if we do not make progress  consistent
with the plan  during  the plan  period,  or we are not in  compliance  with the
continued listing standards at the conclusion of the plan period.

      Trading in our common  stock after a  delisting,  if any,  would likely be
conducted in the  over-the-counter  markets in the so-called "pink sheets" or on
the National  Association of Securities Dealers' Electronic Bulletin Board. As a
consequence  of a delisting  our  shareholders  would find it more  difficult to
dispose  of, or to obtain  accurate  quotations  as to the market  value of, our
common stock, and our common stock would become substantially less attractive as
collateral   for  margin  and  purpose   loans,   for  investment  by  financial
institutions  under  their  internal  policies  or state  investment  laws or as
consideration in future capital raising transactions.

      Although we have had operations since 1988,  because of our move away from
temporary  healthcare staffing to provide healthcare  connectivity  solutions at
the  point  of  care,  we  have a  relatively  short  operating  history  in the
healthcare  connectivity  solutions  business  and  limited  financial  data  to
evaluate our business and prospects.  In addition,  our business model is likely
to continue to evolve as we attempt to develop our product  offerings  and enter
new  markets.  As a result,  our  potential  for  future  profitability  must be
considered  in light of the  risks,  uncertainties,  expenses  and  difficulties
frequently encountered by companies that are attempting to move into new markets
and continuing to innovate with new and unproven  technologies.  We are still in
the process of gaining experience in marketing physician  connectivity products,
providing  support  services,   evaluating  demand  for  products,  financing  a
technology business and dealing with government regulation of health information
technology  products.  While  we are  putting  together  a team  of  experienced
executives,  they have come from different backgrounds and may require some time
to develop an  efficient  operating  structure  and  corporate  culture  for our
company.  Furthermore, our executive management and Board of Directors have been
subject to change as executives  have resigned or have been  terminated  and new
executives  have been hired and directors  have resigned and new directors  have
been  elected  or  appointed  to fill any  vacancies.  Such  changes  can  cause
disruption and distraction.


                                       15
<PAGE>

      Although we have focused our business on healthcare  connectivity,  we may
decide  to  explore  new  business   opportunities  which  compliment  our  core
technology business.  These new ventures may come in the form of an acquisition,
joint  venture,  start-up or other  structure.  Any such venture will entail any
number of risk factors  including  (without  limitation)  general business risk,
integration risk, technology risk and market acceptance risk. Additionally,  any
new venture will require utilization of scarce capital resources which may never
create value for the Company or its stockholders.

      The success of our  products  and  services in  generating  revenue may be
subject to the quality and completeness of the data that is generated and stored
by the physician or other healthcare  professionals and the data that is entered
into our  interconnectivity  systems,  and the failure to input  appropriate  or
accurate information could disrupt our business.  Failure of the Company and its
vendors to maintain the quality and completeness of the data or unwillingness by
the healthcare  professional to generate the required  information may result in
our losing revenue or claims being made against us by our users.

      As a developer of connectivity technology products, we will be required to
anticipate  and adapt to evolving  industry  standards and  regulations  and new
technological  developments.  The market for our technology is  characterized by
continued  and  rapid  technological  advances  in both  hardware  and  software
development,  requiring ongoing  expenditures for research and development,  and
timely  introduction of new products and enhancements to existing products.  Our
future success, if any, will depend in part upon our ability to enhance existing
products, to respond effectively to technology changes and changes in applicable
regulations,  and to introduce new products and technologies that are functional
and  meet  the  evolving  needs  of our  clients  and  users  in the  healthcare
information systems market.

      We rely on a combination of internal development, strategic relationships,
licensing and  acquisitions  to develop our products and  services.  The cost of
developing and distributing new healthcare  information  services and technology
solutions  is  inherently  difficult to estimate.  Our  development  of proposed
products  and services may take longer than  originally  expected,  require more
testing than  originally  anticipated  and require the acquisition of additional
personnel and other resources.  In addition,  there can be no assurance that the
products  or  services  we develop or license  will be able to compete  with the
alternatives available to our customers.

      New or newly integrated  products and services will not become  profitable
unless they  achieve  sufficient  levels of market  acceptance.  There can be no
assurance that  healthcare  providers will accept new products and services from
us, or  products  and  services  that result from  integrating  existing  and/or
acquired  products  and  services,  including  the  products and services we are
developing  to  integrate  our  services  into the  physician's  office or other
medical facility,  such as our handheld solution.  In addition,  there can be no
assurance that any pricing  strategy that we implement for any such products and
services  will be  economically  viable or  acceptable  to the  target  markets.
Failure to achieve broad  penetration  in target  markets with respect to new or
newly  integrated  products and services could have a material adverse effect on
our business prospects. The market for our connectivity products and services in
the  healthcare  information  systems  may be slow to  develop  due to the large
number of  practitioners  who are resistant to change,  as well as the financial
investment and workflow interruptions associated with change,  particularly in a
period of rising pressure to reduce costs in the marketplace.


                                       16
<PAGE>

      Achieving  market  acceptance  of new or  newly  integrated  products  and
services is likely to require  significant  efforts and expenditures.  Achieving
market acceptance for new or newly integrated products and services is likely to
require  substantial  marketing  efforts and expenditure of significant funds to
create  awareness and demand by  participants  in the  healthcare  industry.  In
addition,  deployment  of new or newly  integrated  products  and  services  may
require the use of additional  resources  for training our existing  sales force
and  customer  service   personnel  and  for  hiring  and  training   additional
salespersons and customer service personnel.  There can be no assurance that the
revenue  opportunities  from new or newly integrated  products and services will
justify amounts spent for their development, marketing and roll-out.

      We could be subject to breach of warranty claims if our software products,
information   technology   systems  or  transmission   systems  contain  errors,
experience failures or do not meet customer  expectations.  We could face breach
of warranty or other claims or additional  development costs if the software and
systems we sell or  license to  customers  or use to  provide  services  contain
undetected errors,  experience failures, do not perform in accordance with their
documentation, or do not meet the expectations that our customers have for them.
Undetected  errors in the  software  and  systems  we provide or those we use to
provide  services could cause serious  problems for which our customers may seek
compensation  from us. We attempt  to limit,  by  contract,  our  liability  for
damages  arising  from  negligence,  errors or  mistakes.  However,  contractual
limitations on liability may not be enforceable in certain  circumstances or may
otherwise not provide sufficient protection to us from liability for damages.

      If our  systems  or  the  Internet  experience  security  breaches  or are
otherwise perceived to be insecure, our business could suffer. A security breach
could  damage our  reputation  or result in  liability.  We retain and  transmit
confidential  information,  including  patient health  information.  Despite the
implementation of security measures, our infrastructure or other systems that we
interface with, including the Internet, may be vulnerable to physical break-ins,
hackers,  improper employee or contractor access, computer viruses,  programming
errors,  attacks by third parties or similar disruptive problems. Any compromise
of our  security,  whether as a result of our own  systems or systems  that they
interface with, could reduce demand for our services.

      Our  products  provide  applications  that  relate to  patient  medication
histories  and  treatment  plans and any failure by our  products to provide and
maintain  accurate,  secure  and  timely  information  could  result in  product
liability claims against us by our clients or their  affiliates or patients.  We
maintain  insurance  that we believe  currently  is adequate to protect  against
claims  associated  with the use of our products,  but there can be no assurance
that our insurance  coverage would  adequately  cover any claim asserted against
us. A successful  claim brought  against us in excess of our insurance  coverage
could have a material  adverse  effect on our results of  operations,  financial
condition  and/or  business.  Even  unsuccessful  claims  could  result  in  the
expenditure of funds in litigation,  as well as diversion of management time and
resources.  Certain of our  products are subject to  compliance  with the Health
Insurance Portability And Accountability Act Of 1996 (HIPAA).  Failure to comply
with HIPAA may have a material adverse effect on our business.


                                       17
<PAGE>

      Government regulation of healthcare and healthcare  information technology
is in a period  of  ongoing  change  and  uncertainty  that  creates  risks  and
challenges with respect to our compliance  efforts and our business  strategies.
The  healthcare  industry  is  highly  regulated  and  is  subject  to  changing
political,  regulatory and other influences.  Federal and state legislatures and
agencies  periodically  consider  programs to reform or revise the United States
healthcare system. These programs may contain proposals to increase governmental
involvement  in  healthcare  or  otherwise   change  the  environment  in  which
healthcare industry  participants operate.  Particularly,  compliance with HIPAA
and related regulations are causing the healthcare industry to incur substantial
costs to change its procedures.  Healthcare industry participants may respond by
reducing  their  investments  or  postponing  investment  decisions,   including
investments in our products and services.  Although we expect these  regulations
to have the beneficial effect of spurring adoption of our software products,  we
cannot  predict  with any  certainty  what  impact,  if any,  these  and  future
healthcare  reforms  might have on our business.  Existing laws and  regulations
also could create liability,  cause us to incur additional costs or restrict our
operations.  The effect of HIPAA on our  business  is  difficult  to predict and
there can be no assurance  that we will  adequately  address the business  risks
created by HIPAA. We may incur significant  expenses relating to compliance with
HIPAA.  Furthermore,  we are unable to  predict  what  changes to HIPAA,  or the
regulations  issued pursuant to HIPAA,  might be made in the future or how those
changes  could affect our  business or the costs of  compliance  with HIPAA.  In
addition,  changes in Medicare  and Medicaid  regulations  could have an adverse
effect  on the  operations  and  future  prospects  of our  HealthRamp  business
operations.

      Government regulation of the Internet could adversely affect our business.
The  Internet  and  its  associated   technologies  are  subject  to  government
regulation.  Our failure to accurately  anticipate the application of applicable
laws and regulations, or any other failure to comply, could create liability for
us, result in adverse publicity, or negatively affect our business. In addition,
new laws and  regulations  may be adopted  with respect to the Internet or other
online  services  covering  user  privacy,  patient  confidentiality,   consumer
protection  and  other  services.  We  cannot  predict  whether  these  laws  or
regulations will change or how such changes will affect our business. Government
regulation of the Internet could limit the effectiveness of the Internet for the
methods of  healthcare  e-commerce  that we are  providing or developing or even
prohibit the sale of particular products and services.

      Our   Internet-based   services  are  dependent  on  the  development  and
maintenance  of  the  Internet   infrastructure   and  data  storage  facilities
maintained by third parties. Our ability to deliver our Internet-based  products
and  services  is  dependent  on  the   development   and   maintenance  of  the
infrastructure of the Internet and the maintenance of data storage facilities by
third parties. This includes maintenance of a reliable network backbone and data
storage facilities with the necessary speed, data capacity and security, as well
as timely  development of complementary  products such as high-speed modems, for
providing  reliable Internet access and services.  If the Internet  continues to
experience increased usage, the Internet infrastructure may be unable to support
the demands  placed on it. In addition,  the  performance of the Internet may be
harmed by increased usage. The Internet has experienced a variety of outages and
other  delays as a result of damages to portions of its  infrastructure,  and it
could face  outages and delays in the  future.  These  outages and delays  could
reduce the level of Internet usage as well as the  availability  of the Internet
to us for delivery of our Internet-based products and services.

      Some of our  products  and  services  will  not be  widely  adopted  until
broadband  connectivity  is more generally  available.  Some of our products and
services and planned services require a continuous  broadband connection between
the physician's office or other healthcare provider facilities and the Internet.
The  availability  of  broadband  connectivity  varies  widely from  location to
location and even within a single  geographic  area. The future  availability of
broadband  connections is unpredictable and is not within our control.  While we
expect that many physicians'  offices and other healthcare  provider  facilities
will remain  without ready access to broadband  connectivity  for some period of
time, we cannot  predict how long that will be.  Accordingly,  the lack of these
broadband  connections will continue to place limitations on the number of sites
that are able to  utilize  our  Internet-based  products  and  services  and the
revenue we can expect to generate form those products and services.


                                       18
<PAGE>

      Compliance  with legal and  regulatory  requirements  will be  critical to
LifeRamp's  operations  should  it  commence  operations.  If  we,  directly  or
indirectly through our subsidiaries  including  LifeRamp,  erroneously  disclose
information that could be confidential and/or protected health  information,  we
could be subject to legal action by the individuals involved, and could possibly
be subject to criminal sanctions. In addition, if LifeRamp is launched and fails
to comply with  applicable  insurance and consumer  lending  laws,  states could
bring actions to enforce statutory requirements,  which could limit its business
practices in such states, including, without limitation, limiting or eliminating
its ability to charge or collect interest on its loans or related fees, or limit
or eliminate its ability to secure its loans with its borrowers'  life insurance
policies.  Any such  actions,  if  commenced,  would have a material and adverse
impact on LifeRamp's  business,  operations  and financial  condition.  Further,
there can be no assurance that a capitalization of LifeRamp will be achieved or,
if achieved, will be successful.

      We have been granted  certain  patent  rights,  trademarks  and copyrights
relating to our software. However, patent and intellectual property legal issues
for software programs, such as our products, are complex and currently evolving.
Since  patent  applications  are secret  until  patents are issued in the United
States, or published in other countries,  we cannot be sure that we are first to
file any  patent  application.  In  addition,  there  can be no  assurance  that
competitors, many of which have far greater resources than we do, will not apply
for and obtain patents that will interfere with our ability to develop or market
product ideas that we have originated.  Furthermore, the laws of certain foreign
countries  do not  provide  the  protection  to  intellectual  property  that is
provided in the United States,  and may limit our ability to market our products
overseas.  We cannot give any assurance that the scope of the rights we have are
broad enough to fully protect our technology from infringement.

      Litigation  or  regulatory  proceedings  may be  necessary  to protect our
intellectual  property rights,  such as the scope of our patent. Such litigation
and regulatory  proceedings are very expensive and could be a significant  drain
on our  resources and divert  resources  from product  development.  There is no
assurance that we will have the financial  resources to defend our patent rights
or other intellectual property from infringement or claims of invalidity.

      We also rely upon unpatented  proprietary  technology and no assurance can
be given that others will not  independently  develop  substantially  equivalent
proprietary  information  and techniques or otherwise gain access to or disclose
our  proprietary  technology or that we can  meaningfully  protect our rights in
such unpatented proprietary  technology.  No assurance can be given that efforts
to protect such  information and techniques  will be successful.  The failure to
protect our  intellectual  property could have a material  adverse effect on our
operating results, financial position and business.

      As of March 21, 2005, we had 12,959,074 outstanding shares of common stock
and 25,125,028 shares of common stock reserved for issuance upon the exercise of
options, warrants, and shares of our convertible preferred stock and convertible
redeemable  debentures  outstanding  on such date.  Most of these shares will be
immediately  saleable upon exercise or conversion under registration  statements
we have  filed or plan to file with the SEC.  The  exercise  prices of  options,
warrants or other rights to acquire  common stock  presently  outstanding  range
from $0.60 cents per share to $298.20 per share.  During the respective terms of
the outstanding options, warrants,  preferred stock, convertible debentures, and
other outstanding derivative  securities,  the holders are given the opportunity
to profit from a rise in the market price of our common stock,  and the exercise
of any options,  warrants or other rights may dilute the book value per share of
our common stock and put downward pressure on the price of our common stock. The
existence  of  the  options,   conversion  rights,   redemption  rights  or  any
outstanding  warrants  may  adversely  affect  the terms on which we may  obtain
additional equity financing. Moreover, the holders of such securities are likely
to  exercise  their  rights  to  acquire  common  stock at a time  when we would
otherwise  be able to obtain  capital  on terms  more  favorable  than  could be
obtained through the exercise or conversion of such securities.


                                       19
<PAGE>

      We have raised  substantial  amounts of capital in private placements from
time to  time.  The  securities  offered  in such  private  placements  were not
registered under the Securities Act or any state "blue sky" law in reliance upon
exemptions  from such  registration  requirements.  Such  exemptions  are highly
technical  in  nature  and  if  we  inadvertently  failed  to  comply  with  the
requirements of any of such exemptive provisions, investors would have the right
to rescind their purchase of our  securities or sue for damages.  If one or more
investors were to successfully seek such rescission or prevail in any such suit,
we could face severe  financial  demands  that could  materially  and  adversely
affect our  financial  position.  Financings  that may be  available to us under
current market conditions frequently involve sales of our common stock at prices
below the  prices at which our common  stock  currently  trades on the  American
Stock Exchange, as well as the issuance of warrants or convertible securities at
a discount to market price.

      Investors in our securities may suffer dilution. The issuance of shares of
common stock or shares of common stock underlying warrants, options or preferred
stock or convertible  debentures,  particularly those with beneficial conversion
features,  will dilute the equity  interest of existing  stockholders  and could
have a significant  adverse effect on the market price of our common stock.  The
sale of common stock acquired at a discount could have a negative  impact on the
market price of our common stock and could increase the volatility in the market
price of our common stock. In addition,  we may seek additional  financing which
may result in the  issuance  of  additional  shares of our common  stock  and/or
rights to acquire  additional  shares of our common  stock.  The issuance of our
common  stock in  connection  with such  financing  may  result  in  substantial
dilution to the existing holders of our common stock. Those additional issuances
of common  stock  would  result in a  reduction  of the  existing  stockholders'
percentage interest in our company.

      Historically,   our  common  stock  has  experienced   significant   price
fluctuations. One or more of the following factors influence these fluctuations:

            o  unfavorable  announcements  or  press  releases  relating  to the
            technology sector;

            o regulatory,  legislative or other developments affecting us or the
            healthcare industry generally;

            o conversion of our preferred stock and convertible debt into common
            stock at  conversion  rates based on then current  market  prices or
            discounts  to market  prices of our  common  stock and  exercise  of
            options and warrants at below current market prices;

            o  sales  by  those   financing  our  company   through   securities
            convertible  into our common stock of which has been registered with
            the SEC and may be sold  into the  public  market  immediately  upon
            conversion; and

            o market conditions  specific to technology and internet  companies,
            the healthcare industry and general market conditions.

      In recent years the stock  market has  experienced  significant  price and
volume  fluctuations.  These  fluctuations,  which  are often  unrelated  to the
operating  performance of specific  companies,  have had a substantial effect on
the market price for many healthcare related technology companies.  Factors such
as those cited  above,  as well as other  factors  that may be  unrelated to our
operating performance, may adversely affect the price of our common stock.


                                       20
<PAGE>

      We have  not had  earnings,  but if  earnings  were  available,  it is our
general policy to retain any earnings for use in our operations.  Therefore,  we
do not  anticipate  paying  any  cash  dividends  on  our  common  stock  in the
foreseeable  future despite the recent  reduction of the federal income tax rate
on  dividends.  Any payment of cash  dividends on our common stock in the future
will be dependent upon our financial condition,  results of operations,  current
and  anticipated  cash  requirements,  preferred  rights of holders of preferred
stock, plans for expansion, as well as other factors that our Board of Directors
deems relevant.  We anticipate that our future financing agreements may prohibit
the payment of common stock dividends without the prior written consent of those
investors.

      We may have to lower  prices or spend more  money to  compete  effectively
against  companies  with greater  resources than us, which could result in lower
revenues. The eventual success of our products in the marketplace will depend on
many factors,  including  product  performance,  price,  ease of use, support of
industry  standards,  competing  technologies  and customer support and service.
Given  these  factors  we  cannot  assure  you  that we will be able to  compete
successfully.  For example,  if our competitors  offer lower prices, we could be
forced to lower prices  which could result in reduced or negative  margins and a
decrease in  revenues.  If we do not lower prices we could lose sales and market
share. In either case, if we are unable to compete against our main competitors,
which include established  companies with significant  financial  resources,  we
would not be able to generate sufficient revenues to grow our company or reverse
our history of operating losses.  In addition,  we may have to increase expenses
to  effectively  compete  for  market  share,  including  funds  to  expand  our
infrastructure, which is a capital and time intensive process. Further, if other
companies  choose to  aggressively  compete  against us, we may have to increase
expenses on advertising,  promotion, trade shows, product development, marketing
and overhead  expenses,  hiring and  retaining  personnel,  and  developing  new
technologies.  These lower prices and higher expenses would adversely affect our
operations and cash flows.

      As with any business,  growth in absolute amounts of selling,  general and
administrative  expenses or the occurrence of  extraordinary  events could cause
actual results to vary materially and adversely from the results contemplated by
any  forward-looking  statements  included in this report.  Budgeting  and other
management  decisions are  subjective in many respects and thus  susceptible  to
incorrect  decisions  and  periodic  revisions  based on actual  experience  and
business developments,  the impact of which may cause us to alter our marketing,
capital expenditures or other budgets, which may, in turn, affect our results of
operations. Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic,  competitive and market conditions, and
future business  decisions,  all of which are difficult or impossible to predict
accurately  and many of which are beyond our  control.  Although  we believe the
assumptions underlying any forward-looking statements are reasonable, any of the
assumptions  could prove  inaccurate,  and therefore,  there can be no assurance
that  the  results  contemplated  in  any  forward-looking  statements  will  be
realized.

      In light of the significant  uncertainties inherent in the forward-looking
information  included in this report,  the inclusion of such information  should
not  be  regarded  as a  representation  by us or  any  other  person  that  our
objectives or plans for our Company will be achieved.


                                       21
<PAGE>

Competition

      The market for healthcare connectivity services continues to evolve. It is
highly  competitive,  fragmented and subject to rapid  technological  change. No
clear leader has emerged.  Several competitors have exited the market during the
past three years,  having failed to prove the  viability of their  businesses or
having  depleted their  financial  resources.  The technology  companies in this
market include large  traditional  technology  vendors such as Siemens,  General
Electric, Hewlett Packard, Toshiba and IBM as well as various healthcare-centric
technology  companies  such  as  Misys  Healthcare  Systems,   HealthVision  and
Navimedix.

      A number of healthcare  connectivity  companies in the United States, both
publicly and privately held,  compete  directly or indirectly  with  HealthRamp.
Moreover,  competition  can be expected to emerge  from  established  healthcare
information  vendors  and  established  or  emerging  Internet-based  healthcare
technology vendors. Competition is likely to come from companies with a focus on
clinical   information   systems  and  enterprises  with  Internet  commerce  or
electronic network focus.  Currently,  our direct competitors  include companies
such as WebMD,  ZixCorp,  Allscripts,  DrFirst,  RxNT and  RxWriter.com.  Future
competition could come from practice management system vendors that may elect to
build e-prescribing  functionality rather than form strategic  partnerships with
e-prescribing  specialists.  The same is true of companies in the emerging areas
of electronic  medical records and virtual  practice  support  systems,  such as
Relay  Health  and  NeedMyDoctor.com.  Many  of  our  competitors  have  greater
financial, technical, product development, marketing and other resources than we
do. These  competitors  may be better known than we are and have more  customers
than  we do.  There  can be no  assurance  that  we  will  be  able  to  compete
successfully  against these  companies or any alliances  they have formed or may
form.

      We  believe  that we can be  competitive  in  this  industry  because  our
HealthRamp Technology is built on scalable technology architecture,  and because
our  CarePoint  and CareGiver  applications  feature an elegantly  designed user
interface and embodies features and functionality designed to meet real needs in
the healthcare connectivity marketplace. In addition, our proprietary "PDX" data
extraction  technology  is  designed to allow  HealthRamp  to  interface  with a
significant  number of  practice  management  systems.  Moreover,  we  believe a
confluence  of  regulatory,  technological,  economic,  demographic,  and social
trends  has begun to create an  environment  highly  conducive  to the growth of
e-prescribing.

Government Regulation

      The  healthcare  industry is highly  regulated  and is subject to changing
political,   regulatory  and  other  influences.  Federal  and  state  laws  and
regulations regulate many aspects of our business. U.S. healthcare system reform
under the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
and other  initiatives  at both the  federal  and state  level,  could  increase
government  involvement in healthcare,  lower  reimbursement rates and otherwise
change the business  environment  of our customers  and the other  entities with
which we have a business relationship.  We cannot predict whether or when future
health  care  reform  initiatives  at  the  federal  or  state  level  or  other
initiatives  affecting our business will be proposed,  enacted or implemented or
what impact those initiatives may have on our business,  financial  condition or
results of operations. Our customers and the other entities with which we have a
business  relationship  could  react to these  initiatives  and the  uncertainty
surrounding  these proposals by curtailing or deferring  investments,  including
those for our products and services.  Additionally,  government regulation could
alter the  clinical  workflow  of  physicians  and other  healthcare  providers,
thereby  limiting  the utility of our  products  and  services  to existing  and
potential customers and curtailing broad acceptance our products and services.


                                       22
<PAGE>

      We cannot provide any assurance that federal or state governments will not
impose additional  restrictions or adopt  interpretations  of existing laws that
could have a material  adverse affect on our business,  financial  condition and
results  of  operations.   Existing  laws  and  regulations  also  could  create
liability,  cause us to incur additional cost and restrict our operations.  Many
healthcare laws are complex,  applied broadly and subject to  interpretation  by
courts and other governmental authorities. In addition, many existing healthcare
laws and regulations, when enacted, did not anticipate the methods of healthcare
e-commerce and other products and services that we provide.  However, these laws
and  regulations  may  nonetheless be applied to our products and services.  Our
failure, or the failure of our business partners,  to accurately  anticipate the
application  of these  healthcare  laws and  regulations,  or other  failure  to
comply,  could  create  liability  for  us,  result  in  adverse  publicity  and
negatively affect our businesses.

      As  a  participant  in  the  healthcare   industry,   our  operations  and
relationships are regulated by a number of federal, state and local governmental
entities. Because our business relationships with physicians are unique, and the
healthcare  electronic  commerce  industry as a whole is relatively  young,  the
application of many state and federal  regulations to our business operations is
uncertain.  It is possible  that a review of our business  practices or those of
our   customers  by  courts  or  regulatory   authorities   could  result  in  a
determination  that could  adversely  affect  us. In  addition,  the  healthcare
regulatory  environment  may  change  in  a  way  that  restricts  our  existing
operations  or our  growth.  This  industry  is  expected to continue to undergo
significant  changes  for the  foreseeable  future,  which could have an adverse
effect on our business,  financial  condition or results of  operations.  Future
regulation  of our business  practices or those of our  customers  may adversely
affect us.

HIPAA

      Recent  government and industry  legislation  and  rulemaking,  especially
HIPAA,  and industry  groups such as the Joint  Commission on  Accreditation  of
Healthcare  Organizations  (JCAHO),  require the use of  standard  transactions,
standard  identifiers,  security and other  standards and  requirements  for the
transmission of certain  electronic health  information.  New national standards
and procedures  under HIPAA include the  "Standards for Electronic  Transactions
and Code  Sets" (the  Transaction  Standards);  the  "Security  Standards"  (the
Security  Standards);  and "Standards for Privacy of  Individually  Identifiable
Health Information" (the Privacy Standards).  The Transaction  Standards require
the use of  specified  data  coding,  formatting  and  content in all  specified
"Health Care  Transactions"  conducted  electronically.  The Security  Standards
require the adoption of specified types of security for health care information.
The  Privacy  Standards  grant a number  of rights  to  individuals  as to their
identifiable   confidential   medical   information   (called  Protected  Health
Information) and restrict the use and disclosure of Protected Health Information
by Covered  Entities.  Generally,  the HIPAA  standards  directly affect Covered
Entities, defined as "health care providers, health care payers, and health care
clearinghouses".  In addition,  the Privacy  Standards affect third parties that
create or access Protected Health  Information in order to perform a function or
activity on behalf of a Covered Entity.  Such third parties are called "Business
Associates". Covered Entities must have a written "Business Associate Agreement"
with such third parties, containing specified "satisfactory assurances" that the
third  party will  safeguard  Protected  Health  Information  that it creates or
accesses  and will fulfill  other  material  obligations  to support the covered
entity's  own HIPAA  compliance.  Most of our  customers  are Covered  Entities.
Additionally,  Covered  Entities  will be  required  to adopt a unique  standard
National Provider Identifier (NPI), for use in filing and processing health care
claims and other  transactions.  We believe that the principal  effects of HIPAA
are, or will be, first, to require that our systems be capable of being operated
by our customers in a manner that is compliant with the various HIPAA  standards
and,  second,  to require us to enter into and comply  with  Business  Associate
Agreements with our Covered Entity  customers.  For most Covered  Entities,  the
deadlines  for  compliance  with  the  Privacy  Standards  and  the  Transaction
Standards  occurred in 2003.  Covered  Entities must be in  compliance  with the
Security Standards by April 20, 2005, and must use NPIs in standard transactions
no later than the  compliance  dates,  which are May 23, 2007, for all but small
health  plans and one year later for small  health  plans.  We believe  that our
systems and  products are capable of being used by our  customers in  compliance
with the Transaction Standards and are, or will be, capable of being used by our
customers in compliance  with the Security  Standards and the NPI  requirements.
However, because all HIPAA Standards are subject to change or interpretation and
because  certain  other  HIPAA  Standards,  not  discussed  above,  are  not yet
published,  we cannot  predict the future  impact of HIPAA on our  business  and
operations.  Additionally,  certain  state laws are not  pre-empted by the HIPAA
Standards and may impose independent obligations upon our customers or us.


                                       23
<PAGE>

Other Restrictions Regarding Confidentiality and Privacy of Patient Information

      Numerous  state and federal laws other than HIPAA  govern the  collection,
dissemination, use, access to and confidentiality of patient health information.
Many states are considering  new laws and  regulations  that further protect the
confidentiality of medical records or medical information.  These state laws are
not in most cases preempted by the HIPAA Privacy Standards and may be subject to
interpretation  by  various  courts  and other  governmental  authorities,  thus
creating  potentially  complex  compliance  issues for us and our  customers and
strategic partners. Definitions in the various state and federal laws concerning
what constitutes  individually  identifiable data sometimes differ and sometimes
are not provided, creating further complexity. In addition,  determining whether
data has  been  sufficiently  de-identified  may  require  complex  factual  and
statistical  analyses.  The HIPAA Privacy  Standards rule contains a restrictive
definition  of  de-identified  information,  which  is  information  that is not
individually  identifiable,  that could  create a new  standard  of care for the
industry.  These  other  privacy  laws  at a  state  or  federal  level,  or new
interpretations  of these laws,  could  create  liability  for us,  could impose
additional operational  requirements on our business, could affect the manner in
which we use and transmit  patient  information  and could  increase our cost of
doing  business.  In  addition,  parties may also have  contractual  rights that
provide additional limits on our collection,  dissemination,  use, access to and
confidentiality  of patient  health  information.  Claims of  privacy  rights or
contractual  breaches,  even if we are not found liable,  could be expensive and
time-consuming  to defend and could result in adverse  publicity that could harm
our business. We utilize an architecture that incorporates  encrypted messaging,
firewalls  and other  security  methods to assure  customers of a compliant  and
secure  computing  environment.  However,  no  technical  security  procedure is
infallible,  and we will  always  be at risk of a breach of  security  by either
willful human effort or inadvertent human error. If we were found liable for any
such breach,  such finding could have a material adverse affect on our business,
financial condition and results of operations.

       The Internet. New laws and regulations may be adopted with respect to the
Internet or other on-line  services  covering  issues such as privacy,  pricing,
content,  copyrights,  distribution and  characteristics and quality of products
and services.  The adoption of any new laws or regulations may impede the growth
of the Internet or other on-line  services,  which could decrease the demand for
our software applications and services,  increase our cost of doing business, or
otherwise  have an  adverse  effect on our  business,  financial  condition  and
results of  operations.  Moreover,  the manner in which existing laws in various
jurisdictions  governing  issues  such as  property  ownership,  sales and other
taxes,  libel and personal privacy will be applied to activities on the Internet
is  uncertain  and may take  years to  resolve.  Any  such  new  legislation  or
regulation,  the application of laws and regulations  from  jurisdictions  whose
laws do not currently apply to our business, or the application of existing laws
and  regulations to the Internet and other online services could have a material
adverse effect on our business, financial condition and results of operations.

      Other Regulation of Transaction Services. Other state and federal statutes
and regulations governing  transmission of healthcare information may affect our
operations.  For example,  Medicaid rules require some  processing  services and
eligibility  verification to be maintained as separate and distinct  operations.
We  carefully  review  our  practices  in an  effort  to  ensure  that we are in
compliance with all applicable state and federal laws. These laws,  though,  are
complex and changing, and the courts and other governmental authorities may take
positions that are inconsistent with our practices.


                                       24
<PAGE>

Consumer Protection Regulation

      The Federal Trade Commission, or FTC, and many state attorneys general are
applying  federal and state consumer  protection laws to require that the online
collection,  use and  dissemination  of data, and the  presentation  of web site
content,  comply with certain standards for notice, choice, security and access.
Courts may also adopt these  developing  standards.  In many cases, the specific
limitations  imposed by these standards are subject to  interpretation by courts
and other  governmental  authorities.  We believe that we are in compliance with
these consumer protection  standards,  but a determination by a state or federal
agency or court  that any of our  practices  do not meet these  standards  could
result in liability and adversely affect our business.  New  interpretations  of
these standards could also require us to incur additional costs and restrict our
business operations.

Regulation of Healthcare Relationships

      Anti-Kickback  (AKB) and Stark Laws. There are federal and state laws that
govern patient referrals,  physician financial  relationships and inducements to
beneficiaries of federal  healthcare  programs.  The federal  Anti-Kickback  and
Stark laws prohibits any person or entity from offering,  paying,  soliciting or
receiving  anything  of value,  directly  or  indirectly,  for the  referral  of
patients covered by Medicare,  Medicaid and other federal healthcare programs or
the leasing,  purchasing,  ordering or arranging for or recommending  the lease,
purchase  or order of any item,  good,  facility  or  service  covered  by these
programs.  Many  states  also  have  similar  anti-kickback  laws  that  are not
necessarily  limited to items or services for which payment is made by a federal
healthcare  program.  We carefully  review our  practices in an effort to ensure
that we comply with all applicable laws. However, the laws in this area are both
broad and vague and it is often  difficult or impossible to determine  precisely
how the laws  will be  applied,  particularly  to new  services.  Penalties  for
violating  the  federal  Anti-Kickback  and Stark Laws,  and similar  state laws
include  imprisonment,  fines and  exclusion  from  participating,  directly  or
indirectly, in Medicare,  Medicaid and other federal healthcare programs. If any
of our healthcare  communications or electronic  commerce activities were deemed
to be inconsistent  with the federal  Anti-Kickback and Stark Laws or with state
anti-kickback  or illegal  remuneration  laws,  we could face civil and criminal
penalties or be barred from such  activities or be required to  restructure  our
existing  or  planned  sponsorship  compensation   arrangements  and  electronic
commerce activities in a manner that could harm our business.  Any determination
by a state or federal regulatory agency that any of our practices violate any of
these laws could  subject us to civil or  criminal  penalties  and require us to
change  or  terminate  some  portions  of our  business.  Even  an  unsuccessful
challenge by  regulatory  authorities  of our  practices  could cause us adverse
publicity and be costly for us to respond to.

      Anti-Fraud  Laws.  State and federal laws govern the  submission of claims
for medical expense  reimbursement.  These laws generally prohibit an individual
or entity  from  knowingly  presenting  or causing to be  presented  a claim for
payment  from  Medicare,  Medicaid or other third party  payers that is false or
fraudulent, or is for an item or service that was not provided as claimed. These
laws also provide civil and criminal penalties for noncompliance.  Liability may
also be imposed on any individual or entity that knowingly makes or uses a false
record  or  statement  to avoid an  obligation  to pay the  federal  government.
Certain state laws impose similar  liability.  The federal government or private
whistleblowers  may bring claims  under the federal  False Claims Act. If we are
found  liable for a violation  of the federal  False  Claims Act, or any similar
state law, due to our  processing  of claims for Medicaid and  Medicare,  it may
result in substantial  civil and criminal  penalties.  In addition,  we could be
prohibited from processing Medicaid or Medicare claims for payment. In addition,
changes in current healthcare financing and reimbursement systems could cause us
to make unplanned  modifications of products or services, or result in delays or
cancellations  of orders or in the revocation of endorsement of our products and
services by healthcare participants.


                                       25
<PAGE>

      Government   Investigations.   There  is   significant   scrutiny  by  law
enforcement authorities, the U.S. Department of Health and Human Services Office
of Inspector  General,  the courts and Congress of agreements between healthcare
providers and suppliers or other  contractors  that have a potential to increase
utilization of government healthcare resources. In particular, scrutiny has been
placed on the coding of claims for payment, incentive programs that increase use
of a product and  contracted  billing  arrangements.  Investigators  have looked
beyond the  formalities  of business  arrangements  to determine the  underlying
purposes  of  payments  between  healthcare   participants.   Although,  to  our
knowledge,  neither  we  nor  any  of  our  customers  is  the  subject  of  any
investigation,  we cannot tell whether we or our customers will be the target of
governmental investigations in the future.

Medical Professional Regulation

      The  practice of most  healthcare  professions  requires  licensing  under
applicable  state law. In addition,  the laws in some states  prohibit  business
entities  from  practicing  medicine,  which is referred  to as the  prohibition
against  the  corporate  practice  of  medicine.  We do  not  believe  that  the
information we provide  constitutes  engaging in the practice of medicine and we
have attempted to structure our strategic  relationships and other operations to
avoid violating these state licensing and  professional  practice laws. A state,
however, may determine that some portion of our business violates these laws and
may seek to have us  discontinue  those  portions or subject us to  penalties or
licensure requirements.  We provide access to certain information,  such as drug
interaction and physician desk reference information to our physician customers.
We employ and contract with  physicians who provide only medical  information to
consumers,  and we have no  intention  to provide  medical  care or advice.  Any
determination  that we are a  healthcare  provider  and  acted  improperly  as a
healthcare provider may result in liability to us.

      If compliance with government  regulation of healthcare becomes costly and
difficult for us and our customers, we may not be able to implement our business
plan, or we may have to abandon a product or service we are providing or plan to
provide altogether.

LifeRamp Regulation

      LifeRamp,  a  non-depository  lender to  consumers,  is subject to various
insurance, consumer lending and confidentiality and privacy laws and regulations
in the  states  where  it  intends  to  conduct  business,  as well  as  certain
applicable federal laws in these areas.  LifeRamp has taken steps to comply with
applicable  federal  and state laws and  regulations.  As, and if, its  business
develops,  it intends to become  and remain in  compliance  with the laws of the
various states into which it expands its  operations.  However,  since legal and
regulatory  requirements can be complex and changes can be difficult to predict,
there can be no assurance  that it will be able to become  compliant or maintain
compliance   with  the  applicable   legal  and  regulatory   requirements   and
interpretations.  LifeRamp's  business,  if commenced,  could be materially  and
adversely  impacted  by  its  failure  to  comply  with  such  existing  or  new
requirements applicable to its business.


                                       26
<PAGE>

Employees

      As of March 16, 2005,  we had 42 full-time  employees,  10 in sales,  8 in
operations  and  marketing,  13 in  software  and  technology  operations,  4 in
customer and quality care, and 7 in general  administrative  including executive
and finance  personnel.  None of our employees is  represented by a labor union,
and we have never experienced a work stoppage.  We believe our relationship with
our  employees to be good.  However,  our ability to achieve our  financial  and
operational  objectives  depends  in large part upon our  continuing  ability to
attract,  integrate,  retain and motivate highly qualified sales,  technical and
managerial  personnel,  and upon the continued  service of our senior management
and key sales and technical  personnel.  This includes adequate  compensation of
our employees  through the ability to grant stock  options or  restricted  stock
awards under our 2005 Stock  Incentive Plan (the "2005 Plan").  Competition  for
such qualified  personnel in our industry and the geographical  locations of our
offices  is  intense,   particularly  in  software   development  and  technical
personnel.

In June and September  2004,  the Company  implemented a reduction in work force
and salary  reduction  program,  pursuant to which 73 employees and  consultants
were terminated and, with respect to the June 2004 reduction in work force, some
of the  remaining  employees  and  consultants  agreed  to  accept,  during  the
six-month  period  ending  November 30, 2004, in lieu of a portion of their base
salaries, a retention bonus equal to an individually  negotiated multiple of the
amount of their reduction in pay in the form of shares of common stock,  payable
only if they  remained  employed  with the  Company on  November  30,  2004.  In
November 2004 the Company's  stockholders  approved the 2005 Plan which provides
for  issuance  of  common  stock  of up to  5,500,000  shares  to the  Company's
employees, consultants and directors through restricted stock awards or reserved
for the  exercise  of  options.  In order to retain its  employees  the  Company
awarded  restricted  stock to all of the  then  current  employees  that did not
participate  in  the  above  retention   bonus  program.   Those  employees  who
participated  in the retention  bonus program were given the choice of receiving
said  bonus or  relinquishing  it in  return  for the  restricted  stock  award.
Substantially all these employees agreed to relinquish their rights to the above
retention  bonus  in  return  for the new  award  of  restricted  shares  of the
Company's  common stock. The issuance of 3,449,248 shares of restricted stock to
the Company's  employees  was approved by the Board of Directors in 2004,  which
generally  vested 40% on January 1, 2005 and the  remainder  vest in eight equal
quarterly  installments  commencing on April 1, 2005. See Item 11 for additional
information about the 2005 Plan and the proposal to shareholders to increase the
number of shares  authorized  to be issued  under the plan.  Vested and unvested
awards and other uses of stock  under the 2005 plan  exceed the number of shares
authorized  under  the  plan  by  3,144,807  shares.   The  Company  is  seeking
shareholder approval to increase the number of shares authorized under the plan.
Should the  shareholders  not authorize  this  increase,  some shares which vest
under the plan after  December  31,  2004 may not be issued.  The  Company  will
record  an  adjustment  to  reflect  the  market  price  at the time of any such
shareholder approval.

ITEM 2. PROPERTIES

      In February  2004, we relocated  our executive  offices from 420 Lexington
Avenue, New York, New York to 33 Maiden Lane, New York, New York, which consists
of approximately 22,000 square feet that we are subletting under a sublease that
expires on June 29, 2008.  We are  obligated to continue to make monthly  rental
payments until the expiration of our Lexington  Avenue lease on January 31, 2005
(see Item 3 - Legal Proceedings).


                                       27
<PAGE>

      As of December 31, 2004 we currently have  commitments for payment of rent
for the following four leased offices:

                                     Square                       Lease
Location                             Footage                  Expiration Date
--------                             -------                  ---------------
New York, New York                    21,944                      6/29/08
  (33 Maiden Lane)
Salt Lake City, Utah                     539                      7/31/06
Irving, Texas                          3,603                      9/30/06
Vero Beach, Florida                    3,025                      8/31/06

      In the second quarter of 2004, we decided to vacate our office  facilities
in Florida.  In connection with this lease  abandonment,  we recorded an accrual
for  expected  losses on the lease equal to the present  value of the  remaining
lease payments,  net of reasonable  sublease income,  of approximately  $83,000,
which was  recorded  in the  second  quarter  of 2004 in  selling,  general  and
administrative expenses in the accompanying statements of operations. During the
third and fourth  quarters of 2004 we revised our estimate of the expected lease
loss and recorded an additional accrual of $205,000 in the aggregate.

ITEM 3. LEGAL PROCEEDINGS

      From time to time, the Company is involved in claims and  litigation  that
arise out of the normal course of business.  Currently,  other than as discussed
below,  there are no pending matters that in management's  judgment are expected
to have a material adverse effect on the Company's financial statements.

      On June 3, 2003, two former executive officers,  John Prufeta and Patricia
Minicucci  commenced an action  against the Company by filing a Complaint in the
Supreme Court of the State of New York for Nassau  County (Index No.  03-008576)
in which they alleged that the Company breached  separation  agreements  entered
into in December  2002 with each of them,  and that the Company  failed to repay
amounts loaned by Mr. Prufeta to the Company.  Mr. Prufeta sought  approximately
$395,000  (including a loan of $120,000) and Ms. Minicucci sought  approximately
$222,000.  The  Complaint  was served on July 23, 2003.  On July 15,  2003,  the
Company  paid in full the $120,000 so loaned  together  with  interest,  without
admitting  the claimed  default.  On February 2, 2004,  the Supreme Court of the
State of New York for Nassau County issued an order for partial summary judgment
in favor of Ms. Minicucci for the unpaid severance obligations of $138,064.  The
Company made severance  payments to both former executives  through May 2004 but
due to capital constraints has not made any subsequent payments.  The Company is
continuing  negotiations with the plaintiffs to settle the dispute amicably. The
amounts payable to M. Prufeta and Minicucci are included in accrued  expenses in
the accompanying balance sheet as of December 31, 2004.

      On August 19, 2003, we commenced an action in the Federal  District  Court
for the Southern District of Ohio (Case No. C-02-585) against PocketScript,  LLC
for $154,000,  representing  the unpaid principal amount of a note payable to us
for advances made to PocketScript while we were performing due diligence leading
to a potential  purchase of PocketScript,  which did not occur. On September 15,
2003  the  individuals  who  were  owners  of an  entity  that  was an  owner of
PocketScript  filed an action  against us and against  Darryl Cohen,  our former
chief  executive  officer,  personally,  in the Court of Common Pleas,  Hamilton
County,  Ohio (Case No.  A0306937).  We were  served on October 27,  2003.  This
action  alleges  breach of contract  and claims  $850,000  of damages,  and also
alleges  fraud and claims $1 million of  compensatory  damages and $3 million of
punitive damages.  On March 4 2004, we entered into a settlement  agreement with
PocketScript and its principal and exchanged general  releases.  Under the terms
of the  settlement,  PocketScript  agreed to pay us $75,000.  All parties to the
settlement agreement reserved their rights in the pending state court litigation
between certain members of PocketScript and us. On March 23, 2005, in connection
with the  settlement  of the dispute  with the  individuals,  we entered  into a
settlement agreement in principle.  Under the settlement agreement, we agreed to
issue to such individuals an aggregate of 41,667 restricted shares of our common
stock,  par value  $.001 per  share.  In order to secure  the  obligations,  the
registrant  agreed to deposit  the  amount of  $75,000  due and owing to it from
Pocketscript  in an escrow account to satisfy any amounts still due and owing to
the  individuals  following  the sale of the  Shares,  less an amount of $25,000
payable from the escrow account to such individuals. Following all disbursements
from the escrow  account,  the parties  will  execute  mutual  releases and file
stipulations to dismiss any pending action with prejudice.


                                       28
<PAGE>

      In the beginning of March 2004, we were  effectively  served with a Demand
for Arbitration by Mark W. Lerner,  a former officer,  with respect to his claim
that we improperly  terminated his employment  agreement,  thereby  resulting in
claimed  damages of as much as $350,000  plus  prejudgment  interest,  statutory
penalties relating to unpaid wages of 25% and legal fees. In 2004 the arbitrator
awarded $204,330 to Mr., Lerner,  which amount has been accrued in the financial
statements as of December 31, 2004.

      In February  2004 the Company  relocated its  executive  offices  (under a
sublease that expires on June 29, 2008) to 33 Maiden Lane,  New York,  New York.
By stipulation the Company has surrendered its previous  premises located at 410
Lexington  Avenue.  In  connection  with this  lease  abandonment,  the  Company
recorded an accrual for expected  losses on the lease equal to the present value
of the remaining lease payments,  net of reasonable  sublease income in selling,
general  and   administrative   expenses  in  the  accompanying   statements  of
operations.  In addition,  the Company's landlord agreed to offset the Company's
security  deposit of  $130,000 in  satisfaction  of a portion of the amounts due
under the lease. The remaining obligation to the landlord is included in accrued
expenses in the Company's  balance  sheet as of December 31, 2004.  The landlord
filed a summons and  verified  complaint  against us for alleged  damages in the
amount of $83,828,  plus  interest,  costs and expenses in  connection  with the
alleged  breach of the lease  agreement,  dated January 2002, by and between the
landlord and the Company.  The Company has filed an answer to the  complaint and
intends to vigorously defend against the litigation.

In June 2004,  the  Company's  former law firm  commenced an action  against the
Company by filing a complaint in the Supreme  Court of the State of New York for
the county of New York (Index No.  108499/04)  in which they alleged we breached
our retainer  agreement by failing to pay $435,280 for legal services  allegedly
performed.  The Company  believes it has valid  defenses  and/or  counter claims
which the Company intends to vigorously pursue.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

      The  following  matters  were  submitted to our  shareholders  at the 2004
Annual Meeting of  Shareholders  held on November 18, 2004 (all votes are listed
on a pre split basis):

      Proposal # 1. The  following  nominees  for  director  were elected at the
Meeting:

                        Anthony Soich
                        Steven C. Berger


                                       29
<PAGE>

      Proposal  #  2.  Approval  of  an  amendment  to  the  Company's  Restated
Certificate  Incorporation  to effect a  reverse  stock  split of the  Company's
Common Stock at a ratio of one (1) for sixty (60).

<TABLE>
<CAPTION>
         VOTES FOR                  VOTES AGAINST             VOTES ABSTAINING            BROKER NON-VOTES
         ---------                  -------------             ----------------            ----------------
        <S>                          <C>                           <C>                            <C>
        176,288,153                  10,344,205                    339,987                        0
</TABLE>

      Proposal # 3.  Ratification  and approval of the adoption of the Company's
2005 Stock Incentive Plan.

<TABLE>
<CAPTION>
         VOTES FOR                  VOTES AGAINST             VOTES ABSTAINING            BROKER NON-VOTES
         ---------                  -------------             ----------------            ----------------
         <S>                         <C>                           <C>                       <C>
         19,723,414                  12,440,990                    721,971                   154,025,970
</TABLE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

      Our  common  stock has traded on the  American  Stock  Exchange  under the
symbol "MXR" from April 6, 2000 until December 18, 2003. Since December 19, 2003
and in connection  with our  reincorporation  in Delaware,  our common stock has
traded on the American  Stock  Exchange  under the symbol  "RCO." The  following
table  sets  forth the per  share  high and low last sale  prices  (as  adjusted
retroactively  for a  one-for-sixty  reverse stock split  effective  December 1,
2004) of our common  stock for the period  indicated as reported by the American
Stock Exchange.  On March 21, 2005, the last sale price reported on the American
Stock Exchange was $1.05.

                                                  Common Stock Price
                                                  ------------------
                                              High                Low
                                              ----                ---
Year Ended December 31, 2004:
Quarter Ended March 31                        $ 48.61             $ 32.41
Quarter Ended June 30                         $ 38.41             $ 10.80
Quarter Ended September 30                    $ 11.40             $  1.80
Quarter Ended December 31                     $  5.37             $  0.60

Year Ending December 31, 2003:
Quarter Ended March 31                        $ 42.01             $ 17.40
Quarter Ended June 30                         $ 22.80             $ 12.60
Quarter Ended September 30                    $ 28.21             $ 18.60
Quarter Ending December 31                    $ 48.01             $ 26.41


      There were 541  holders of record  (and  approximately  15,532  beneficial
owners) of our common stock as of March 21, 2005.  The number of record  holders
includes stockholders who may hold stock for the benefit of others.

      We did not declare or pay a dividend  for the years  ending  December  31,
2004 or December  31, 2003 and do not expect to pay any  dividends on our common
stock in the  foreseeable  future.  We currently  intend to retain all available
funds for the  development  of our business and working  capital  purposes.  The
payment of dividends on our common stock is subject to our prior  payment of all
accrued and unpaid dividends on any preferred stock outstanding.


                                       30
<PAGE>

      For  information   regarding  our  securities   issued  under  our  equity
compensation  plans, see "SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND
MANAGEMENT  AND  RELATED  STOCKHOLDER   MATTERS  -  "Equity   Compensation  Plan
Information".

Recent Sales of Unregistered Securities

      All securities sold by us during fiscal 2004 in transactions that were not
registered  under the Securities Act have been previously  reported in Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.


                                       31
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

      The following  consolidated selected financial data, at the end of and for
the last five fiscal years,  should be read in conjunction with our consolidated
financial  statements  and related  notes  thereto  appearing  elsewhere in this
report.  Our financial  statements have been audited by Ehrhardt Keefe Steiner &
Hottman PC, our independent  auditors for each of our 2002, 2001 and 2000 fiscal
years and by BDO Seidman,  LLP, our  independent  registered  public  accounting
firm, of our  consolidated  financial  statements  and related notes thereto for
each of our 2004 and 2003 fiscal years. The consolidated selected financial data
provided below is derived from our consolidated  financial statements but is not
necessarily  indicative  of  our  future  results  of  operations  or  financial
performance.

<TABLE>
<CAPTION>
                                                    2004        2003        2002        2001      2000 (1)
                                                  --------------------------------------------------------
                                                              (in thousands, except per share data)
<S>                                               <C>         <C>         <C>         <C>         <C>
Revenues                                          $    264    $    191    $     --    $     29    $    326

Costs and expenses
 Software and technology costs                       6,381       2,756       2,366       1,288         865
 Selling, general and administrative expenses       21,193      14,493       5,912       5,746       5,925
 Costs associated with terminated acquisition           --         142         309          --          --
 Impairment of intangible assets                        --          --          --       1,111          --
                                                  --------------------------------------------------------
     Total operating expenses                       27,574      17,391       8,587       8,145       6,790
                                                  --------------------------------------------------------
Other income (expense)
 Other income (loss)                                    50          26         (47)         12         163
 Interest expense and other financing costs        (18,377)     (9,856)       (380)     (2,532)        (43)
                                                  --------------------------------------------------------
     Total other income (expense)                  (18,327)     (9,830)       (427)     (2,520)        120
                                                  --------------------------------------------------------
Loss from continuing operations                    (45,637)    (27,030)     (9,014)    (10,636)     (6,344)
                                                  --------------------------------------------------------
(Loss) income  from discontinued operations           (174)       (109)         --          --         929
Loss on sale of discontinued operations             (3,920)         --          --          --          --
                                                  --------------------------------------------------------
(Loss) income from discontinued operations          (4,094)       (109)         --          --         929
                                                  --------------------------------------------------------
   Net loss                                        (49,731)    (27,139)     (9,014)    (10,636)     (5,415)
                                                  --------------------------------------------------------
Disproportionate deemed dividend issued
  to certain warrant holders                        (1,034)     (2,026)         --          --          --
Beneficial conversion discount related
   to 2003 Series A Convertible Preferred Stock         --      (2,156)         --          --          --
Preferred stock dividends                               --          --          --          --          (1)
                                                  --------------------------------------------------------
Net loss applicable to common stockholders        $(50,765)   $(31,321)   $ (9,014)   $(10,636)   $ (5,415)
                                                  ========================================================

Net (loss) income per share basic and diluted:
  Continuing operations                           ($ 13.54)   ($ 20.84)   ($  8.53)   ($ 12.60)   ($  9.00)
  Discontinued operations                            (1.19)         --          --          --        1.20
                                                  --------------------------------------------------------
Net loss applicable to common stockholders        ($ 14.73)   ($ 20.84)   ($  8.53)   ($ 12.60)   ($  7.80)
                                                  ========================================================

Total assets                                      $  4,313    $  9,673    $  3,793    $  3,101    $  5,089
Working capital (deficit)                         $ (6,306)   $ (1,098)   $   (252)   $ (1,404)   $    394
 Long-term net of current portion
   and debt discount                              $     65    $    269          --          --          --
Stockholders' equity (deficit)                    $ (3,229)   $  5,997    $  1,618    $  1,345    $  4,202
</TABLE>

      (1) In February of 2000,  we disposed of our  remaining  medical  staffing
      business  and became  solely a developer  of  software  for our own use in
      providing Internet based communications for the medical services industry.


                                       32
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

      We develop and market healthcare connectivity software centered around the
CarePoint Suite of healthcare  communication  technology products for electronic
prescribing,  laboratory orders and results, Internet-based communication,  data
integration and transaction  processing through a handheld device or browser, at
the patient  point of care.  Our products  enable  communication  of  healthcare
information among physicians' offices, pharmacies,  hospitals,  pharmacy benefit
managers, health management  organizations,  pharmaceutical companies and health
insurance companies.  In addition,  our CareGiver application provides long term
care  facilities  with a  comprehensive  solution for  wireless  order entry and
fulfillment of  medications,  treatments,  equipment and supplies;  resident and
facility administration; electronic charting; administrative process automation;
and electronic  integration  with  institutional  pharmacies,  billing  systems,
pharmacists,  and other vendors. Our technology is designed to provide access to
safer,  better  healthcare and more accurate and less expensive POC  information
gathering and processing.

Critical Accounting Policies

Critical Accounting Policies and Items Affecting Comparability

      Quality  financial  reporting  relies  on  consistent  application  of our
accounting policies that are based on accounting  principles  generally accepted
in the United States.  The policies discussed below are considered by management
to be critical to  understanding  our  financial  statements  and often  require
management   judgment  and  estimates  regarding  matters  that  are  inherently
uncertain.

Revenue Recognition

      We account for our revenue  under the  provisions of Statement of Position
97-2,  "Software Revenue  Recognition," as amended by Statement of Position 98-9
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions".  We derive our  revenues  from  three  primary  sources:  license
revenues,  comprised of fees  associated  with the  licensing of our software to
physicians and long term care facilities; service revenues, from maintenance and
consulting  and training  services;  and revenues  from sales to  pharmaceutical
companies and other partners.  Revenue is recognized when persuasive evidence of
an arrangement exists, all obligations have been performed pursuant to the terms
of such an  arrangement,  the  product has been  delivered,  the fee is fixed or
determinable  and the  collection  of the  resulting  receivable  is  reasonably
assured.  If any of these  criteria  are not met, we defer  revenue  recognition
until  such time as all  criteria  are met.  Payments  received  in  advance  of
revenues  being  recognized  are  presented  as  deferred  revenue  will  not be
recognized until it is earned and due under the terms of the agreement.

      In October  2004,  the  Company  purchased  the  business  assets of Berdy
Medical Systems,  Inc., a company that develops,  markets and licenses  computer
software and hardware for use in physician practices.  Software license revenues
and system (third party computer  hardware)  sales are recognized upon execution
of the sales  contract  and  delivery of the software  and/or  hardware.  In all
cases, however, the fee must be fixed or determinable, collection of any related
receivable  must  be  considered  probable,  and  no  significant  post-contract
obligations of the Company shall be remaining.  Otherwise,  the sale is deferred
until all of the  requirements  for  revenue  recognition  have been  satisfied.
Maintenance fees for routine client support and unspecified  product updates are
recognized  ratably  over the  term of the  maintenance  arrangement.  Training,
implementation  and EDI  services  revenues are  recognized  as the services are
performed.


                                       33
<PAGE>

Software and Technology Costs

      Technological  feasibility  for our software is reached shortly before the
products  are  released   commercially.   Costs  incurred  after   technological
feasibility is established are not material,  and,  accordingly,  we expense all
software and technology costs when incurred.

Purchase Accounting Valuations

      As required under generally accepted accounting  principles,  when we make
acquisitions  such as the assets and  businesses  of Frontline in 2003 and Berdy
Medical  Systems in 2004 we make  estimates  of the fair value of  tangible  and
intangible  assets acquired and liabilities  assumed.  The determination of fair
value  requires  significant  judgments and  estimates  that affect the carrying
value of our assets and  liabilities.  Periodically,  we evaluate our estimates,
including  those related to the carrying  value of tangible  assets,  long-lived
assets,  capitalized  costs and  accruals.  We base our  estimates on historical
experience  and on various  other  assumptions  that we believe are  reasonable.
Actual results may differ from these estimates  under  different  assumptions or
conditions and as circumstances change.

Goodwill

      Goodwill  represents  acquisition costs in excess of the fair value of net
tangible  assets of businesses  purchased.  In conjunction  with our adoption of
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible   Assets  ("SFAS  142"),  we  evaluate  our  goodwill   annually  for
impairment,  or  earlier  if  indicators  of  potential  impairment  exist.  The
determination of whether or not goodwill or other intangible  assets have become
impaired involves a significant level of judgment in the assumptions  underlying
the approach used to determine the value of the reporting units.  Changes in our
strategy and or market conditions could significantly impact these judgments and
require  adjustments to recorded amounts of intangible  assets. We will continue
to  evaluate  our  goodwill  for  impairment  on an  annual  basis or  sooner if
indicators of potential impairment exist.

Long-lived Assets

      With the exception of goodwill,  long-lived  assets,  such as property and
equipment and other  intangible  assets,  net, are evaluated for impairment when
events or changes in business circumstances indicate that the carrying amount of
the assets may not be  recoverable.  An impairment loss would be recognized when
estimated  undiscounted  future  cash flows  expected  to result from the use of
these assets and their eventual  disposition is less than their carrying amount.
Impairment,  if any, is assessed using  discounted  cash flows.  During the year
ended  December 31, 2004,  we recognized  impairment  losses on our fixed assets
(furniture,  equipment and leasehold improvements) totaling $314,000 relating to
suspending  operations of our subsidiary LifeRamp Family Financial,  Inc. in the
third quarter and the closing of our Florida office.

Contingencies

      We are subject to legal proceedings,  lawsuits and other claims related to
labor,  service and other  matters.  We are required to assess the likelihood of
any adverse  judgments or outcomes to these matters as well as potential  ranges
of probable losses. A determination of the amount of reserves required,  if any,
for these  contingencies  are made after  careful  analysis  of each  individual
issue. The required reserves may change in the future due to new developments in
each matter or changes in approach,  such as a change in settlement  strategy in
dealing with these matters.  See Item 3 "Legal Proceedings" and the footnotes to
the financial statements for further information.


                                       34
<PAGE>

Equity Transactions

      In  many  of  our  financing  transactions,  warrants  have  been  issued.
Additionally,  we issue options and warrants to non-employees  from time to time
as payment for services.  In all of these cases, we apply the principles of SFAS
No. 123 "Accounting for Stock-based  Compensation" to value these awards,  which
inherently  include a number of estimates and assumptions  including stock price
volatility  factors.  In  addition  to interest  expense,  the  Company  records
financing and certain offering costs associated with its capital raising efforts
in its statements of operations.  These include amortization of debt issue costs
such as cash,  warrants  and other  securities  issued to finders and  placement
agents,  and  amortization of debt discount  created by in-the-money  conversion
features on convertible  debt accounted for in accordance  with Emerging  Issues
Task Force ("EITF") Issue 98-5,  "Accounting  for  Convertible  Securities  with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios,"
and Issue 00-27, "Application of Issue 98-5 to Certain Convertible Instruments,"
by other securities issued in connection with debt as a result of allocating the
proceeds  amongst the securities in accordance with Accounting  Principles Board
("APB") Opinion No. 14,  "Accounting  for Convertible  Debt and Debt Issued with
Stock Purchase Warrants",  based on their relative fair values, and by any value
associated  with  inducements  to convert debt in  accordance  with SFAS No. 84,
"Induced   Conversions  of  Convertible   Debt".  We  based  our  estimates  and
assumptions on the best information available at the time of valuation, however,
changes in these estimates and  assumptions  could have a material effect on the
valuation of the underlying instruments.

Results of Operations

Comparison of years ended December 31, 2004 and December 31, 2003.

Revenues.  Total revenues for 2004 increased to $264,000, or 38%, as compared to
$191,000  in 2003.  Approximately  $162,000 of the 2004 amount was earned from a
distribution  partner in  connection  with  marketing  our product to a targeted
group of physicians  pursuant to an agreement,  the initial phase of which ended
in August 2004. An additional  $144,000 of revenue from this partner is included
in deferred revenue as of December 31, 2004 and is expected to be earned in 2005
as our software is deployed. In addition, revenues in 2004 include approximately
$42,000  relating  primarily to the fulfillment of the deferred revenue of Berdy
Medical  Systems upon  acquisition  in October  2004.  Our revenues in 2003 were
earned in connection  with prior software  customization  agreements  with third
parties.

Operating  Expenses.  Total  operating  expenses  for 2004 were  $27.6  million,
compared to $17.4 million for 2003, an increase of $10.2 million.

       In June and September  2004, the Company  implemented a reduction in work
force  and  salary  reduction  program,  pursuant  to  which  73  employees  and
consultants were terminated and, with respect to the June 2004 reduction in work
force, some of the remaining employees and consultants agreed to accept,  during
the  six-month  period  ending  November 30, 2004, in lieu of a portion of their
base salaries, a retention bonus equal to an individually negotiated multiple of
the  amount of their  reduction  in pay in the form of  shares of common  stock,
payable only if they  remained  employed  with the Company on November 30, 2004.
Included in  operating  expenses  for year ended  December 31, 2004 are non-cash
expenses of $687,000 relating to this retention bonus program.


                                       35
<PAGE>

      In  November  2004 the  Company's  stockholders  approved  the 2005  Stock
Incentive Plan (the "2005 Plan"), which provides for issuance of common stock of
up to 5,500,000  shares to the Company's  employees,  consultants  and directors
through  restricted  stock awards or reserved  for the  exercise of options.  In
order to retain its employees the Company awarded restricted stock to all of the
then current  employees that did not  participate in the above  retention  bonus
program.  Those employees who  participated in the above retention bonus program
were given the choice of receiving said bonus or  relinquishing it in return for
the  restricted  stock  award.  Substantially  all  these  employees  agreed  to
relinquish their rights to the above retention bonus in return for the new award
of restricted  shares of the Company's common stock. A total of 3,449,248 shares
of Common Stock were approved for issuance of restricted  stock to the Company's
employees  which vest  generally as to 40% on January 1, 2005 and the  remainder
vesting  in eight  equal  quarterly  installments  commencing  on April 1, 2005.
Included in  operating  expenses  for year ended  December 31, 2004 are non-cash
compensation  expenses of  approximately  $2 million relating to this restricted
stock program.

      Software and technology  costs  increased $3.6 million,  or 131%, from the
prior year,  to $6.4  million.  The increase is due to the growth in  personnel,
including  $888,000  relating to the six month  retention  bonus and  restricted
stock award  programs that  commenced in June and November  2004,  respectively,
approximately  $700,000  attributable to our  engineering and quality  assurance
groups,  which were  formed in  December  2003 and the  second  quarter of 2004,
respectively,  $800,000  relating to higher consulting and travel related costs,
$1.1  million  relating  to  technology  and  communication  costs and  $200,000
relating to depreciation  and  amortization  of technology and other  intangible
assets.

      Selling,  general and administrative  expenses increased $607 million,  or
46%,  from the prior year,  to $22.4  million.  The increase  relates in part to
operating  expenses  incurred  by the  Company  in the  period  relating  to the
development  of  LifeRamp  of  approximately  $2.4  million as  compared to $1.0
million in 2003.  The remainder of the increase in the 2004 period over the 2003
period is attributable primarily to the following:  $1.2 million relating to the
value of a warrant issued to the CEO whereby per his employment  agreement he is
entitled to  purchase  up to  one-nineteenth  of the  outstanding  shares of our
common  stock,  at an exercise  price of $1.14,  increased  salaries and related
costs  for  sales,  marketing,   customer  care,  executive  and  administrative
personnel of  approximately  $900,000,  $1.8 million  relating to the  six-month
retention  bonus and restricted  stock award programs that commenced in June and
November 2004,  respectively,  non-cash  compensation expenses totaling $900,000
relating to the  reduction in the value of stock  previously  issued to vendors,
consultants  and  employees  for services  rendered,  $1.0  million  relating to
increased  rent  and  lease  abandonment  costs;  asset  impairment  charges  of
$314,000,  all  offset  in part by an  approximate  $1.8  million  reduction  in
expenses incurred for travel, meals, advertising and consulting services.

      Other  Income and  (Expense)  for 2004 were $(18.3  million),  compared to
$(9.8 million) for the prior year, an increase of $8.5 million.  The increase is
primarily  due to financing  costs  incurred in July 2004 relating to additional
issuances of debt and equity  instruments in connection  with the  anti-dilutive
provisions of our March 2004  financing  transactions  and debt  issuance  costs
relating to the issuance of warrants  along with  convertible  promissory  notes
which is being  amortized over the six month term of the notes.  In addition,  a
debt  conversion  expense of  approximately  $6.7  million was  incurred in 2004
relating to the reduction in the conversion  rate of convertible  debt issued in
the July 2004 financing.

      Discontinued Operations.  The year ended December 31, 2004 reflects a loss
from  discontinued  operations of $4.1 million relating to the sale of OnRamp on
September  30,  2004 and its  operating  loss for the nine  months.  Goodwill of
$3,357,000 was removed from the balance sheet as a result of the sale of OnRamp.


                                       36
<PAGE>

      Dividends.   The  year  ended   December   31,   2004  was   impacted   by
disproportionate   deemed  dividends  totaling  $1.0  million,   caused  by  the
modification  of warrants  held by certain  warrant  holders and the issuance of
additional  shares of  common  stock to  previous  investors,  to  induce  these
investors to exercise their  warrants and continue to invest in future  periods.
The year  ended  December  31,  2003 was  impacted  by  disproportionate  deemed
dividends totaling $2.0 million

      Net Loss. As a result of the above factors, the net loss applicable to our
common  shareholders  for the year ended  December  31, 2004  increased to $50.8
million, as compared to $31.3 million in 2003.

Comparison of years ended December 31, 2003 and December 31, 2002.

Revenues. Total revenues for 2003 were $191,000 compared to no revenues in 2002.
The  increase  was  primarily  due to the  recognition  of  $173,000 of revenues
related to certain  technology  agreements,  coupled with revenue  earned from a
distribution  partner in  connection  with our  product  to a targeted  group of
physicians of $18,000.

Operating  Expenses.  Total  operating  expenses  for 2003 were  $17.4  million,
compared to $8.6 million for 2002, an increase of $8.8 million.

      Software and technology costs increased $390,000, or 16.5%, from the prior
year to $2.8  million.  The increase is due to the growth in  personnel  cost of
$105,000, coupled with additional costs associated with the formation of our new
engineering  department of $40,000,  and the increases in consulting  and travel
related costs of $88,000 and $41,000,  respectively, as well as higher technical
licensing,  technology  tools and  communication  costs of  $116,000  due to the
increased support of the new technology.

      Selling,  general and administrative  expenses increased $8.6 million,  or
145%,  from the  prior  year to $14.5  million.  The  increase  is due to higher
salaries and benefits costs of $492,000 which includes $392,000 for our expanded
marketing  department  and  $100,000  spent  on  the  growing  sales  operations
department  coupled  with  an  increase  of  $1.3  million  in  advertising  and
promotion, including our television advertisement campaign, and increased travel
related costs, and professional fees of $643,000 and $3.7 million, respectively.
Additionally, executive compensation costs and board of director costs increased
approximately  $2,530,000  due to increased  personnel,  coupled  with  non-cash
charges related to stock option, warrants and restricted stock grants.

      Terminated  Acquisition.  Costs  associated with a terminated  acquisition
were  $142,000  and related to the  write-off  of expenses  associated  with the
potential acquisition of PocketScripts.

Other Income and Expense

      Other income  (expense)  for 2003 were $(9.8  million),  compared to $(0.4
million)  for the prior  year,  an  increase of $9.4  million.  The  increase is
primarily  due to the  increased  number of various  types and levels of capital
raises done during 2003.

      Dividends.  As a result of the financings  mentioned  above,  the year was
impacted by a  disproportionate  deemed dividend,  caused by the modification of
warrants  held by  certain  warrant  holders  and  common  stock held by certain
purchasers  of  our  common  stock.  Additionally,   we  recorded  a  beneficial
conversion  feature  discount  related  to the  placement  of our 2003  Series A
convertible  preferred stock in December 2003. The  Black-Scholes  values of the
warrant  modifications  and the  intrinsic  value of the  beneficial  conversion
feature of $2.0  million and $2.2  million,  respectively,  are  reflected as an
increase in net loss applicable to common  stockholders and in basic and diluted
loss per share.


                                       37
<PAGE>

      Net Loss. As a result of the above factors, the net loss applicable to our
common  shareholders  for the year ended  December  31, 2003  increased to $31.3
million, as compared to $9.0 million in 2002.

Liquidity and Capital Resources

      We had $455,000 in cash as of December 31, 2004  compared to $1,806,000 in
cash as of December 31, 2003. The net working capital  deficit was  ($6,306,000)
as of December 31, 2004,  compared to a deficit of  ($1,098,000) at December 31,
2003.

      During  2004,  net  cash  used in  operating  activities  was  $13,495,000
compared  to  $12,847,000  in 2003.  During 2004 we raised  approximately  $12.6
million of net proceeds through various private  placements of our common stock,
convertible  debentures and promissory notes, together with common stock warrant
and option exercises.

      The Company has incurred  operating losses for the past several years, the
majority of which are related to the  development  of the  Company's  healthcare
connectivity  technology  and  related  marketing  efforts.  These  losses  have
produced operating cash flow deficiencies,  and negative working capital,  which
raise  substantial  doubt about its ability to continue as a going concern.  The
Company's future  operations are dependent upon  management's  ability to source
additional equity capital.

      The Company  expects to continue  to  experience  losses in the near term,
until  such  time  that  its  technologies  can be  successfully  deployed  with
physicians, clinics and skilled nursing facilities and long term care facilities
to produce revenues. The continuing deployment, marketing and the development of
the  merged  technologies  will  depend  on  the  Company's  ability  to  obtain
additional  financing.  The Company has not generated any significant revenue to
date from this technology.  The Company is currently funding  operations through
the sale of common stock and convertible  debt, and there are no assurances that
additional  investments or financings will be available as needed to support the
development and deployment of the merged technologies.  The need for the Company
to obtain additional financing is acute and failure to obtain adequate financing
could  result  in lost  business  opportunities,  the sale of the  Company  at a
distressed price or may lead to the financial failure of the Company.

      We are funding  our  operations  now  through the sale of our  securities.
There can be no assurance  that  additional  investments  or financings  will be
available  to  us as  needed  on  favorable  terms  or at  all  to  support  the
development and deployment of the HealthRamp Technology.  Failure to obtain such
capital on a timely basis could result in lost business opportunities,  the sale
of the HealthRamp  Technology at a distressed price or the financial  failure of
our company.

Recent Developments

      On January  12,  2005,  the Company  entered  into a  securities  purchase
agreement with DKR Soundshore Oasis Holding Fund Ltd.,  Harborview  Master Fund,
L.P. and Platinum  Partners Value  Arbitrage Fund,  L.P., each an  institutional
investor, pursuant to which the Company agreed to sell, and the investors agreed
to purchase, 8% convertible  redeemable debentures in the aggregate amount of up
to  $4,000,000  and  five-year  warrants to purchase up to  1,666,667  shares of
common stock at an exercise price of $2.40.  The debentures are convertible into
common  stock of the Company at an initial  conversion  price of $2.40.  A first
closing of  $2,000,000  occurred  on January  13,  2005 and a second  closing of
$2,000,000  shall occur upon the  completion of certain  closing  conditions set
forth in the securities purchase  agreement.  The Company is obligated to redeem
one-fifth of the principal and interest  amount on the debentures in cash or, at
the  option of the  Company,  shares of common  stock,  on the first day of each
month,  commencing  on the earlier of (a) May 12,  2005,  and (b) the first date
following the 20th day after the effective  date of the  registration  statement
registering   for  resale  the  securities   issuable  upon  conversion  of  the
debentures,  and  ending  upon the full  redemption  of the  debentures.  If the
Company  elects to make  redemption  payments  in shares  of common  stock,  the
principal  amount is  convertible  based upon a  conversion  price  equal to the
lesser of the initial conversion price or 85% of the average of the three lowest
closing bid prices for the  Company's  common  stock  during the 20 trading days
immediately prior to the monthly  redemption date. The Company is also obligated
to pay 8% in interest on the outstanding  principal on the debentures (i) on the
effective date on which the debentures are converted into shares of common stock
of the Company,  (ii) on each monthly  redemption  date or (iii) on the maturity
date, at the interest conversion rate.


                                       38
<PAGE>

      Assuming the maximum  amount of $4,000,000  is purchased,  the Company has
agreed  to issue to the  investors  additional  investment  rights  to  purchase
additional  debentures  in the  aggregate  principal  amount of up to $1,320,000
along with five year warrants to purchase an aggregate of 550,000  shares of the
Company's  common  stock,  on the same  terms  and  conditions  as the  original
debentures  and warrants.  The  debentures and warrants are subject to customary
protection against dilution.

      As a result of the first closing,  previously issued and outstanding notes
of the Company in the aggregate principal amount of $452,000, plus interest, are
automatically  convertible  into one  hundred  and twenty  percent of  principal
amount of  debentures,  together with  warrants,  of the Company having the same
terms and  conditions as set forth above.  In addition,  upon each closing,  the
Company's  financial  advisor is entitled to receive a warrant to purchase seven
percent of the shares of common  stock  issued or issuable  upon  conversion  or
exercise of the debentures and warrants at an exercise price of $2.40.

      On January  12,  2005,  the Company  entered  into a  securities  purchase
agreement  (the  "Equity  Line  Agreement")  with each of Yokuzuna  Holdings and
Harborview Master Fund, L.P., two institutional  investors,  whereby, subject to
certain closing  conditions and other criteria being met, such investors  agreed
to provide an equity line of credit to the Company (the "Equity Line Financing")
to purchase from the Company an aggregate  amount of up to  $25,000,000  through
the issuance of shares of common stock by the Company to the investors. Since at
least one of the investors  which is a party to the Equity Line  Agreement  also
owns Convertible  debentures issued by the company with a fluctuating conversion
or redemption  price, the investor could  potentially  affect the terms on which
the investor  could  purchase the shares of common stock  underlying  the Equity
Line Financing  through  conversion or redemption of Convertible  debentures and
the sale of shares of common stock acquired  following  conversion or redemption
of the  Convertible  debentures  into the  public  marketplace.  Therefore,  the
investor is considered not to be irrevocably  bound to purchase shares of common
stock and the Equity Line  Financing  does not constitute a viable means for the
Company  to  obtain  capital  under  current   interpretations  of  the  federal
securities laws by the SEC relating to "equity line" financing arrangements.  As
a result,  the Company  will not be able to register  the shares of common stock
underlying  the  Equity  Line  Financing  or draw down under the line of credit.
Therefore the Company has  determined  not to seek  stockholder  approval of the
Equity Line Financing on its definitive  proxy  statement  filed with the SEC on
March 16, 2005.  Although there can be no assurances  that this will occur,  the
Company may determine to seek stockholder  approval of the Equity Line Financing
in the future in the event the investors who own the  Convertible  debentures no
longer own any of these  securities or if a new investor  unaffiliated  with the
current investors agrees to participate in the Equity Line Financing.


                                       39
<PAGE>

      On  March  31,  2005,  the  Company  entered  into a  securities  purchase
agreement  with Alpha Capital AG, Ellis  International  Ltd. and Double U Master
Fund LP, each an institutional investor, pursuant to which the Company agreed to
sell, and the investors agreed to purchase, 8% convertible redeemable debentures
in the aggregate amount of $2,100,000 and five-year warrants to purchase 840,000
shares  of  common  stock at an  exercise  price of $1.25.  The  debentures  are
convertible  into common stock of the Company at an initial  conversion price of
$1.25.  A first  closing of  $1,050,000  occurred  on March 31,  2005.  A second
closing of  $1,050,000  shall  occur  upon the  completion  of  certain  closing
conditions  set forth in the  securities  purchase  agreement.  The  Company  is
obligated  to redeem  one-fifth  of the  principal  and  interest  amount on the
debentures in cash or, at the option of the Company,  shares of common stock, on
the first day of each month, commencing on the earlier of (a) July 29, 2005, and
(b) the  first  date  following  the 20th day after  the  effective  date of the
registration  statement  registering  for resale the  securities  issuable  upon
conversion  of the  debentures,  and  ending  upon  the full  redemption  of the
debentures.  If the  Company  elects to make  redemption  payments  in shares of
common stock, the principal amount is convertible  based upon a conversion price
equal to the lesser of the initial conversion price or 85% of the average of the
three  lowest  closing bid prices for the  Company's  common stock during the 20
trading days  immediately  prior to the monthly  redemption date. The Company is
also  obligated  to  pay 8% in  interest  on the  outstanding  principal  on the
debentures  (i) on the effective date on which the debentures are converted into
shares of common stock of the Company,  (ii) on each monthly  redemption date or
(iii) on the maturity date, at the interest conversion rate.

      Assuming the maximum  amount of $2,100,000  is purchased,  the Company has
agreed  to issue to the  investors  additional  investment  rights  to  purchase
additional  debentures in the aggregate principal amount of up to $693,000 along
with five year  warrants  to  purchase  an  aggregate  of 554,400  shares of the
Company's  common  stock,  on the same  terms  and  conditions  as the  original
debentures  and warrants.  The  debentures and warrants are subject to customary
protection against dilution.  At the first closing,  the Company paid a cash fee
of 3% of  the  original  purchase  price  for  liquidated  damages  owed  to the
investors  under the January 12, 2005 financing  agreements.  In addition,  upon
each closing,  the Company's  financial advisor is entitled to receive a warrant
to purchase seven percent of the shares of common stock issuable upon conversion
of the debentures at an exercise price of $1.25.

      In  connection  with the above  transactions  and in order to  obtain  the
waiver and consent of the January 12, 2005  investors,  the Company entered into
an amendment to the securities purchase agreement, dated as of January 12, 2005,
with DKR Soundshore  Oasis Holding Fund Ltd.,  Harborview  Master Fund, L.P. and
Platinum  Partners Value Arbitrage Fund, L.P., each an  institutional  investor,
pursuant to which the initial conversion price for the 8% convertible redeemable
debentures in the aggregate amount of up to $4,000,000 ($2,000,000 of which were
sold to the investors at the first  closing) was reduced from $2.40 to $1.25 and
the exercise price of the five-year  warrants to purchase up to 1,666,667 shares
of common stock was reduced from $2.40 to $1.25.  In  addition,  the  additional
investment rights to purchase  additional  debentures in the aggregate principal
amount of up to  $1,320,000  along  with  five  year  warrants  to  purchase  an
aggregate of 550,000 shares of the Company's common stock, on the same terms and
conditions  as the  original  debentures  and  warrants,  were  modified  by the
amendment  to reduce  the  conversion  and  exercise  price from $2.40 to $1.25.
Moreover,  the  conversion  price of  convertible  redeemable  debentures in the
aggregate  principal  amount of $546,015 and the  exercise  price of warrants to
purchase an aggregate  of 201,351  shares of common stock was reduced from $2.40
to $1.25. Pursuant to the amendment, if the Company does not file a registration
statement  covering the underlying  shares of common stock on or before April 5,
2005,  the  original  investors  have  the  right  not to  purchase  convertible
debentures and warrants otherwise required at the second closing.


                                       40
<PAGE>

Contractual Obligations

      Below is a table that presents our contractual obligations and commitments
at December 31, 2004:

                              Payment Due By Period
                                 (in thousands)

<TABLE>
<CAPTION>
                                       TOTALS         2005         2006         2007         2008
                                       ------         ----         ----         ----         ----
<S>                                  <C>          <C>          <C>          <C>          <C>
Notes payable                        $  167,000   $  167,000
Convertible debt                        727,000      527,000                             $  200,000
Operating leases                      1,939,000      614,000   $  580,000      490,000      255,000
Total Contractual Obligations        $2,833,000   $1,308,000   $  580,000   $  490,000   $  455,000
                                     ----------   ----------   ----------   ----------   ----------
</TABLE>

      See  Note 6 to the  financial  statements  for  details  of the  principal
amounts of the notes and the debt discount associated therewith.  In addition to
the principal  amounts of the debt noted above,  we also have an obligation  for
payment of interest  expense on the notes payable and convertible  debt which is
approximately  $69,000 at December 31, 2004.  Also,  see Note 9 to the financial
statements for information regarding commitments and contingent liabilities.

      Attached hereto and filed as a part of this Annual Report on Form 10-K are
our consolidated financial statements, beginning on page F-1.

Recently Issued Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board issued SFAS No.
123 (revised 2004),  "Share-Based  Payment" (SFAS 123R), which replaces SFAS 123
and supersedes APB Opinion No. 25. SFAS 123R requires all  share-based  payments
to employees,  including  grants of employee stock options,  to be recognized in
the financial  statements based on their fair values.  The pro forma disclosures
previously  permitted  under  SFAS  123 no  longer  will  be an  alternative  to
financial  statement  recognition.  For the Company,  SFAS 123R is effective for
periods  beginning  after  June 15,  2005.  Early  application  of SFAS  123R is
encouraged, but not required.

      Public  companies are required to adopt the new standard  using a modified
prospective  method and may elect to restate  prior  periods  using the modified
retrospective  method.  Under the modified  prospective  method,  companies  are
required  to  record  compensation  cost for new and  modified  awards  over the
related vesting period of such awards prospectively and record compensation cost
prospectively for the unvested portion,  at the date of adoption,  of previously
issued and outstanding  awards over the remaining vesting period of such awards.
No change to prior periods presented is permitted under the modified prospective
method. Under the modified  retrospective method,  companies record compensation
costs for prior periods  retroactively  through restatement of such periods. The
Company has not yet determined the method of adoption it will use.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We do not hold or  engage  in  transactions  with  market  risk  sensitive
instruments.


                                       41
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Attached hereto and filed as a part of this Annual Report on Form 10-K are
our consolidated financial statements, beginning on page F-4.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

      On June 20, 2003, upon recommendation and approval of our audit committee,
we  dismissed  Ehrhardt  Keefe  Steiner  &  Hottman,  PC,  which  served  as our
independent  registered  public  accounting  firm for our 2002 fiscal year,  and
determined  to engage BDO  Seidman,  LLP as our  independent  registered  public
accounting  firm for our 2003 fiscal year.  This change in independent  auditors
was  previously  reported by us in a Current  Report on Form 8-K, dated June 20,
2003, filed June 26, 2003 and in a Current Report on Form 8-K/A,  dated June 20,
2003, filed September 4, 2003.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      Our management,  including our Chief Executive Officer and Chief Financial
Officer, have evaluated the effectiveness of disclosures controls and procedures
under Rule 13a-15(e) and Rule  15d-15(e) of the Securities  Exchange Act of 1934
are inadequate as of December 31,2004.

      Our auditors,  BDO Seidman,  LLP, have advised us and our audit  committee
that,  under standards  established by the Public Company  Oversight  Accounting
Board (United States),  reportable  conditions  involve matters that come to the
attention of auditors that relate to significant  deficiencies  in the design or
operation  of  internal  controls  of an  organization  that,  in the  auditors'
judgment,  could adversely affect the organization's ability to record, process,
summarize and report financial data consistent with the assertions of management
in the consolidated financial statements.

      While the company has taken several steps to improve internal  controls in
2004, BDO Seidman,  LLP has advised our management and our Audit Committee that,
in BDO Seidman,  LLP's opinion,  there were reportable  conditions  during 2004,
which  constituted  material  weaknesses  in internal  control.  The  identified
material  weakness  stems  from  the  company's   numerous   non-routine  equity
transactions  involving complex and judgmental  accounting issues.  While all of
these  transactions  were  recorded,  BDO  Seidman  in their  audit  work  noted
instances  where  Generally  Accepted  Accounting  Principals were not correctly
applied and adjustments to the company's financial statements were required.

      As a result of the material  weaknesses  described  above, our management,
including  our Chief  Executive  Officer and our Chief  Financial  Officer,  has
determined  that our disclosure  controls and procedures  were  inadequate as of
December 31,  2004.  As part of the  remedial  steps taken in 2004,  the company
added the position of Vice President of Finance to oversee technical accounting,
financial  reporting and internal control issues. The individual hired in August
2004 for this position notified the company of his intent to leave at the end of
the 1st quarter in 2005. The company is actively searching for a replacement.

      The company is also searching for an additional staff accounting  resource
to assist the controller in accounting and reporting transactions


                                       42
<PAGE>

      Additionally,  in order to better determine the appropriate accounting for
complex equity transactions,  the company intends to engage outside expertise to
formulate the proper accounting treatment for such transactions.

ITEM 9B. OTHER INFORMATION

      On  March  31,  2005,  the  Company  entered  into a  securities  purchase
agreement  with Alpha Capital AG, Ellis  International  Ltd. and Double U Master
Fund LP, each an institutional investor, pursuant to which the Company agreed to
sell, and the investors agreed to purchase, 8% convertible redeemable debentures
in the aggregate amount of $2,100,000 and five-year warrants to purchase 840,000
shares  of  common  stock at an  exercise  price of $1.25.  The  debentures  are
convertible  into common stock of the Company at an initial  conversion price of
$1.25.  A first  closing of  $1,050,000  occurred  on March 31,  2005.  A second
closing of  $1,050,000  shall  occur  upon the  completion  of  certain  closing
conditions  set forth in the  securities  purchase  agreement.  The  Company  is
obligated  to redeem  one-fifth  of the  principal  and  interest  amount on the
debentures in cash or, at the option of the Company,  shares of common stock, on
the first day of each month, commencing on the earlier of (a) July 29, 2005, and
(b) the  first  date  following  the 20th day after  the  effective  date of the
registration  statement  registering  for resale the  securities  issuable  upon
conversion  of the  debentures,  and  ending  upon  the full  redemption  of the
debentures.  If the  Company  elects to make  redemption  payments  in shares of
common stock, the principal amount is convertible  based upon a conversion price
equal to the lesser of the initial conversion price or 85% of the average of the
three  lowest  closing bid prices for the  Company's  common stock during the 20
trading days  immediately  prior to the monthly  redemption date. The Company is
also  obligated  to  pay 8% in  interest  on the  outstanding  principal  on the
debentures  (i) on the effective date on which the debentures are converted into
shares of common stock of the Company,  (ii) on each monthly  redemption date or
(iii) on the maturity date, at the interest conversion rate.

      Assuming the maximum  amount of $2,100,000  is purchased,  the Company has
agreed  to issue to the  investors  additional  investment  rights  to  purchase
additional  debentures in the aggregate principal amount of up to $693,000 along
with five year  warrants  to  purchase  an  aggregate  of 554,400  shares of the
Company's  common  stock,  on the same  terms  and  conditions  as the  original
debentures  and warrants.  The  debentures and warrants are subject to customary
protection against dilution.  At the first closing,  the Company paid a cash fee
of 3% of  the  original  purchase  price  for  liquidated  damages  owed  to the
investors  under the January 12, 2005 financing  agreements.  In addition,  upon
each closing,  the Company's  financial advisor is entitled to receive a warrant
to purchase seven percent of the shares of common stock issuable upon conversion
of the debentures at an exercise price of $1.25.

In connection with the above  transactions and in order to obtain the waiver and
consent of the January 12, 2005 investors, the Company entered into an amendment
to the securities  purchase  agreement,  dated as of January 12, 2005,  with DKR
Soundshore  Oasis Holding Fund Ltd.,  Harborview  Master Fund, L.P. and Platinum
Partners Value Arbitrage Fund, L.P., each an institutional investor, pursuant to
which the initial conversion price for the 8% convertible  redeemable debentures
in the aggregate  amount of up to $4,000,000  ($2,000,000  of which were sold to
the  investors  at the first  closing)  was reduced  from $2.40 to $1.25 and the
exercise price of the five-year  warrants to purchase up to 1,666,667  shares of
common  stock was  reduced  from $2.40 to $1.25.  In  addition,  the  additional
investment rights to purchase  additional  debentures in the aggregate principal
amount of up to  $1,320,000  along  with  five  year  warrants  to  purchase  an
aggregate of 550,000 shares of the Company's common stock, on the same terms and
conditions  as the  original  debentures  and  warrants,  were  modified  by the
amendment  to reduce  the  conversion  and  exercise  price from $2.40 to $1.25.
Moreover,  the  conversion  price of  convertible  redeemable  debentures in the
aggregate  principal  amount of $546,015 and the  exercise  price of warrants to
purchase an aggregate  of 201,351  shares of common stock was reduced from $2.40
to $1.25. Pursuant to the amendment, if the Company does not file a registration
statement  covering the underlying  shares of common stock on or before April 5,
2005,  the  original  investors  have  the  right  not to  purchase  convertible
debentures and warrants otherwise required at the second closing.

On or about March 30, 2005,  certain  individuals filed a first amended original
petition  against Mr. Andrew  Brown,  our current  chief  executive  officer and
director,  and Mr. Darryl Cohen, our former chief executive officer and director
alleging,  among  other  things,  several  causes of action  based upon  alleged
representations  made by Mr.  Brown  and Mr.  Cohen  to these  individuals.  The
plaintiffs  also named a former Company  advisor and the Company's  attorneys as
defendants in the litigation.  The Company is not a defendant in the litigation.
The  Company has been  advised by Mr.  Brown that he  believes  the  allegations
against him are  frivolous,  that he intends to vigorously  defend against them,
and  that he has good  and  meritorious  defenses  and/or  counterclaims  to the
litigation.  Although  the Company is not a  defendant  in the  litigation,  the
Company has notified its  directors  and officers  liability  insurance  carrier
regarding the litigation and has agreed to initially indemnify Mr. Brown and Mr.
Cohen  for costs and  expenses  related  to their  defense  in this  litigation,
subject to the indemnification provisions governing the parties. The Company has
no reason to believe the  insurance  carrier will not  reimburse the Company for
such costs and expenses following payment of the initial deductible amount.

                                       43
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

Our directors and executive officers, as of March 14, 2005, are as follows:

<TABLE>
<CAPTION>
           Name                Age                      Position                  Director or
           ----                ---                      --------                 Officer Since
                                                                                 -------------
<S>                            <C>      <C>                                          <C>
Steven C. Berger (1)(2)        44       Director                                     2004
Andrew Brown                   35       President, Chief Executive Officer,          2003
                                        Chairman and Director
Louis E. Hyman                 37       Executive Vice President and Chief           2001
                                        Technology Officer
Ron Munkittrick                45       Chief Financial Officer and Secretary        2004
Steven A. Shorr (1)(2)(3)      36       Director                                     2004
Tony Soich (1)                 44       Director                                     2004
Jeffrey A. Stahl (2)(3)        49       Director                                     2003
</TABLE>

   (1) Member of the Audit Committee.
   (2) Member of the Compensation Committee.
   (3) Member of the Nominating Committee.

      All of our executive  officers are  full-time  employees.  Each  executive
officer  holds  office until his or her  successor  is elected and  qualified or
until his or her earlier resignation, retirement or removal.

      Our Board of Directors is composed of five  directors,  divided into three
classes.  Each  class  of  director  serves  for a term  expiring  at the  third
succeeding  annual  meeting of  stockholders  after the year of election of such
class, and until their successors are elected and qualified.  Messrs.  Brown and
Shorr are our Board's  Class III  directors  whose term of office will expire in
2006. Messrs.  Berger and Soich are our Board's Class II directors whose term of
office will expire in 2007. Dr. Stahl is our Board's Class I director whose term
of office will expire in 2005.

Biographical  Information on each current  executive officer and director is set
forth below.

      Steven C.  Berger.  Steven  Berger  has been  chief  financial  officer of
Global/CHC Worldwide LLC, a chemical coatings company, since February 2004. From
October 1999 to present,  Mr. Berger has been  President of Morgan Harris & Co.,
where he was involved in equity trading. From June 2000 to June 2003, Mr. Berger
was chief financial officer of Virtual  BackOffice Inc., a company that provides
"virtual" secretarial services. Mr. Berger graduated from Boston University with
a BS in Business Administration with a concentration in Finance.


                                       44
<PAGE>

      Andrew Brown.  Andrew Brown was appointed our Chief Executive  Officer and
Chairman of the Board in April 2004. Prior to this appointment, Mr. Brown served
as our President and Chief Operating  Officer since October 2003.  Prior to such
appointment,  Mr. Brown was an employee and affiliate of External Affairs, Inc.,
which was a consultant to us from August 2001 to April 2004. External Affairs is
a consulting firm focused on investor relations,  financing and strategic advice
to small public and private  companies.  Prior to working for External  Affairs,
from  July  1997 to  August  2001,  Mr.  Brown  served  as  president  and chief
investment  officer of  CounterPoint  Capital  Management,  an  investment  fund
focused on small public and private  companies.  Mr. Brown graduated from Queens
College with Honors,  with a BA in Economics and  Accounting,  and from New York
University's  Stern  School of Business,  with an MBA in Finance,  International
Business and Economics. Mr. Brown is a licensed certified public accountant.

      Louis E.  Hyman.  Louis  Hyman  joined  us in May 2001 as  Executive  Vice
President and Chief  Technology  Officer,  and acted as interim Chief Technology
Officer for the two months prior  thereto,  while he was  performing  consulting
work for us. From  November  2000 until  joining us, Mr. Hyman was president and
chief executive officer of Ideal  Technologies,  Inc., a healthcare  integration
consulting  firm.  From 1999 to November  2000, Mr. Hyman was vice president for
information technology at WebMD Corporation and its predecessor  companies.  For
more than eight years prior to 1999,  Mr. Hyman was vice  president and director
of development for LaPook Lear Systems,  Inc., a predecessor of WebMD,  Inc. Mr.
Hyman graduated from St. John's  University summa cum laude where he earned a BS
degree in Computer Science.

      Ronald C.  Munkittrick  was appointed as our Chief  Financial  Officer and
Secretary,  effective October 12, 2004. Mr.  Munkittrick had been our consultant
since early June 2004 and was a consultant to other  entities from December 2003
through June 2004. Previously, Mr. Munkittrick served as chief financial officer
of Cape Success LLC, a staffing and information  technology  consulting company,
from September 2001 through  November 2003,  chief  financial  officer of Decima
Ventures,  a venture capital  company,  from April 2001 through  September 2001,
chief financial officer of Site59.com, an online travel company, from April 2000
to April  2001,  and vice  president  of  finance of  Genesis  Direct,  a direct
marketing company, from November 1995 to April 2000.

      Steven A. Shorr.  Since  December  2001, Mr. Steven Shorr has operated his
own  accounting   practice  providing   businesses  and  individuals  with  tax,
accounting and consulting  services.  From July 2001 through  November 2001, Mr.
Shorr was a manager  with Jeffrey A. Getzel & Co. LLP, an  accounting  practice.
From April 2000 to April 2001,  Mr. Shorr served as controller  of  CounterPoint
Capital  Management,  LLC, an investment  fund with holdings in small public and
private  companies.  Prior to that he was a manager for a public accounting firm
with a specialization in real estate, Cavalcante & Company, CPAs. Prior to that,
Mr. Shorr served as a fraud  investigator for Commonwealth  Land Title Insurance
Company.  He began his professional career as an accountant with the real estate
specialty firm of Kenneth Leventhal & Company. He graduated from Queens College,
with  Honors,  with a BA in  Accounting.  He is a member  of the New York  State
Society of Certified Public Accountants.

      Tony  Soich.  Mr.  Soich has been a Managing  Director  in the  Investment
Banking  Division of  Ladenburg  Thalmann & Co. Inc.  since June 2002.  Prior to
joining Ladenburg, Mr. Soich was an independent consultant from November 2001 to
June 2002.  From August 1999 to October 2001, Mr. Soich was a Managing  Director
of Corporate Finance at Roth Capital Partners and head of the Structured Finance
Group  (SFG) and  Director  of  Investment  Banking at The  Boston  Group in Los
Angeles.  Mr. Soich  started his career as a tax and  corporate  attorney in New
York City with  Shearman  & Sterling  and  Deloitte,  Haskins & Sells,  advising
investment   banking   clients  and  LBO  fund  clients  in  tax  and  financial
structuring.  Mr.  Soich  holds a BSBA,  MBA,  and JD, with  honors,  from Drake
University  and an LLM, in Taxation,  from New York  University.  Mr. Soich is a
Certified Public Accountant in Iowa and Attorney in New York and Iowa.


                                       45
<PAGE>

      Jeffrey  A.  Stahl.  Dr.  Jeffrey  Stahl is a medical  doctor  in  private
practice in the area of  non-invasive  cardiology  since May 2000.  From January
1996 until May 2000,  Dr. Stahl was the Director of  Non-Invasive  Cardiology at
St.  Francis  Hospital in Roslyn,  New York.  Dr.  Stahl  graduated  from Boston
University with a BA and from Albert Einstein College of Medicine with an MD.

Audit Committee

      The Company has an Audit Committee  established in accordance with Section
3(a)(58)(A)  of the  Securities  Exchange Act of 1934,  as amended.  Among other
things,  the Audit Committee  reviews the financial  reports and other financial
information provided by the Company to any governmental body and the public; the
Company's  system of internal  controls  regarding  finance,  accounting,  legal
compliance and ethics that management and the Board may from time to time adopt;
and  the  Company's  auditing,  accounting  and  financial  reporting  processes
generally. The Audit Committee also recommends to the Board the selection of the
independent  auditors and approves fees and other compensation to be paid to the
independent  auditors.  The Audit  Committee  operates  under a written  charter
adopted by the Company's Board of Directors which comports with the standards of
the  Securities and Exchange  Commission  and American  Stock Exchange  ("AMEX")
requirements  for independent  audit  committees.  The Audit Committee  annually
reviews and  assesses the charter and will,  if it  determines  it  appropriate,
recommend  changes to the charter to the entire  Board of  Directors.  The Audit
Committee  currently  consists of Steven C. Berger,  Tony Soich and Steve Shorr,
each of whom meets the  independence  requirements  for audit committee  members
under the listing standards of the Securities and Exchange  Commission and AMEX.
None of the current  members  have been  designated  by the  Company's  Board of
Directors  to be a "financial  expert," as such term is defined  under rules and
regulations promulgated by the Securities and Exchange Commission.  The Board of
Directors believes that the members comprising the Audit Committee,  all of whom
have had distinguished  careers within prominent and  sophisticated  businesses,
have the requisite expertise and abilities to fulfill their  responsibilities on
the Audit  Committee.  During the fiscal year ended December 31, 2004, the Audit
Committee  met  five  times.

Section  16(a)  Beneficial   Ownership  Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's  directors and executive  officers,  and persons who own more than
10% of the Company's  Common  Stock,  to file with the  Securities  and Exchange
Commission  (the "SEC")  initial  reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors and greater than 10%  shareholders  are required by SEC regulations to
furnish the Company with copies of all Section  16(a)  reports they file.  Based
solely on the Company's  review of the copies of such reports by it, the Company
believes  that during  fiscal 2004 all such filings  were made,  except that (a)
Messrs. Munkittrick, Soich and Hyman filed late initial statements of beneficial
ownership of securities  on Form 3 and (b) each of Dr. Stahl and Messrs.  Brown,
Berger,  Soich,  Shorr,  Hyman and Munkittrick  filed late annual  statements of
changes in beneficial ownership of securities on Form 5.


                                       46
<PAGE>

Code of Ethics

      We have  adopted a code of ethics  (filed as Exhibit 14 to this Form 10-K)
that applies to our  employees  including our  principal  executive  officer and
principal  financial officer,  principal  accounting  officer or controller,  or
persons performing similar functions.

ITEM 11. EXECUTIVE COMPENSATION

      Summary  Compensation  Table.  The following table sets forth  information
concerning  compensation  for services in all  capacities to the Company for the
three years ended December 31, 2004,  awarded or paid to, or earned by our chief
executive officer, the two most highly compensated executive officers who earned
more than  $100,000 in 2004 who were  serving as such at  December  31, 2004 and
three additional  executive  officers who would otherwise have been included had
they remained executive officers at December 31, 2004 (the "Named Officers").

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                         Annual Compensation             Long-Term Compensation
Name and Principal                                                    Restricted      Securities        All Other
Position                    Year    Salary      Bonus      Other     Stock Awards Underlying Options  Compensation
<S>                         <C>     <C>       <C>       <C>          <C>              <C>             <C>
Darryl R. Cohen             2004    $226,443   $65,000  $121,122(1)       -              -                  -
Chairman and Chief          2003    $262,644  $150,000  $ 10,685(2)  $340,000(3)        50,000         $81,933(4)
Executive Officer (former)  2002    $ 42,404      -          -            -              -                  -

Andrew Brown                2004   $107,446                  -                       2,427,187        $102,375 (5)
Chairman, Chief Executive              -
Officer, President                     -

Ronald Munkittrick          2004    $38,308       -          -                         903,506         46,250 (6)
Executive Vice President               -          -          -                            -
and Chief Financial Officer            -          -          -                            -

Paul Hessinger              2004    $101,538   $25,000       -                            -                 -
Executive Vice President    2003     $100,00   $25,000       -                           5,333              -
(former)                                          -          -

Louis E. Hyman              2004    $197,404                 -                         986,842              -
Executive Vice President    2003    $217,865   $15,000       -                           8,333              -
and Chief                   2002    $211,860      -          -                           2,083
Technology Officer

Mitchell Cohen              2004    $138,094   $50,000       -                            -                 -
Executive Vice President
and Chief Financial
Officer (former)
</TABLE>

------------------
(1) Includes automobile allowance,  income tax on granted stock options and life
insurance premiums for such executive.


                                       47
<PAGE>

(2)  Includes  automobile   allowance  and  life  insurance  premiums  for  such
executive.

(3) Indicates  grant date value of award of 16,667  shares of  restricted  stock
which vesting was accelerated in full on November 20, 2003.

(4) Prior to his  resignation on April 25, 2004, Mr. Cohen joined our company as
chief executive  officer in September 2003. Prior to that time, Mr. Cohen served
as a consultant to us. "All Other Compensation" includes consulting fees paid to
Mr. Cohen.

 (5) Mr. Brown joined our company as president  and chief  operating  officer in
November 2003.  Prior to that time, Mr. Brown served as a consultant to us. "All
Other Compensation" includes consulting fees paid to Mr. Brown.

(6) Mr.  Munkittrick joined our company as an employee in September 2004 and was
appointed as our chief  financial  officer in October 2004.  Prior to that time,
Mr. Munkittrick served as a consultant to us. "All Other Compensation"  includes
consulting fees paid to Mr. Munkittrick.

         Option Grants  Table.  The following  table sets forth  information  on
grants of stock  options  during  fiscal  2004 to the Named  Officers.  All such
options  are   exercisable  to  purchase   shares  of  Common  Stock.  No  stock
appreciation rights ("SARs") were granted during such period to such persons.

                             Options Granted in 2004

<TABLE>
<CAPTION>
                             Number of
                            Securities       Percentage of Total                                 Valuation under
                            Underlying       Options Granted to    Exercise Price  Expiration     Black-Scholes
Name                      Options Granted     Employees in 2004     (per share)       Date      Pricing Method (1)
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>                 <C>          <C>              <C>
Darryl R. Cohen                          0
Paul Hessinger                           0
Louis E. Hyman(2)                  986,842         19.71%              $1.14        12/2/09          $  986,338
Ron Munkittrick(2)                 902,256         18.02%              $1.14        12/2/09          $  901,795
Andrew Brown (2)                 2,427,187         48.48%              $1.14        12/2/09          $2,425,947
</TABLE>

----------------
(1) The Black-Scholes  option-pricing model estimates the option's fair value by
considering  the  following  assumptions:  (a) the option's  exercise  price and
expected life;  (b) the  underlying  current market price of our common stock on
the date of grant and expected volatility;  (c) expected dividends;  and (d) the
risk free interest rate  corresponding to the term of the option.  The values in
the table use an expected  volatility up to 134.17%,  a risk-free rate of 3.21%,
no dividend yield and anticipated exercise at the end of the option term.

(2) Represents a five-year option of which 40% vested on January 1, 2005 and the
remaining 60% vests in eight equal quarterly installments commencing on April 1,
2005; fully vests on January 1, 2007.


                                       48
<PAGE>

     Aggregated Option Exercises in 2004 and Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                      Number of Shares Underlying Unexercised    Value of Unexercised In-the-Money
                                                Options at 12/31/04                   Options at 12/31/04 (1)
Name                      Shares
                         Acquired    Value
                       on Exercise  Realized  Exercisable      Unexercisable     Exercisable      Unexercisable
<S>                         <C>        <C>         <C>           <C>                  <C>           <C>
Darryl R. Cohen             0          0        79,000               0             $226,730             -
Paul R. Hessinger           0          0           0                 0                -                 -
Louis E. Hyman (2)          0          0        12,687            988,404             -             $2,299,342
Ron Munkittrick (2)         0          0           208            903,298             -             $2,102,256
Andrew Brown (2)            0          0     1,118,803          1,386,717        $2,501,963         $3,153,382
</TABLE>

There were no exercises of options by Named Officers in fiscal year 2004.

(1) The dollar values  represent  the  difference  between $3.47 per share,  the
closing price of our common stock on December 31, 2004,  and the exercise  price
per share of the respective  stock  options,  multiplied by the number of shares
subject to the stock option.

(2) Represents a five-year option of which 40% vested on January 1, 2005 and the
remaining 60% vests in eight equal quarterly installments commencing on April 1,
2005; fully vests on January 1, 2007.

      The Company currently has no retirement, pension or profit-sharing program
for the benefit of its directors,  executive  officers or other  employees.  The
Company has a 401(k) plan for its employees, but does not make any contributions
to the plan.

Employment Agreements

      On June 1, 2004,  the Company  entered into an employment  agreement  with
Andrew Brown. During the employment period, which will end on June 30, 2006, Mr.
Brown  will be paid a base  salary  at an  annual  rate of  $240,000  per  year;
provided that,  during the six-month  period ending November 30, 2004, Mr. Brown
will be paid a base  salary  at the rate of  $120,000  per year  and  receive  a
retention bonus of three times the amount of his reduction in pay payable in the
form of shares of the Company's common stock, but only if he remains employed as
Chief  Executive  Officer on November 30, 2004, is  terminated  before that date
without  "cause" or resigns before that date for "good  reason".  On December 2,
2004 Mr. Brown agreed to relinquish  his retention  bonus in return for an award
of options to purchase  1,353,383 shares of common stock at an exercise price of
$1.14, the fair market value of the Company's common stock on the date of grant.
The  employment  agreement  also  provides for the payment of  performance-based
bonuses tied to the growth of the Company's gross  revenues,  the grant of up to
100,000  options under the 2004 Stock  Incentive Plan, with an exercise price of
$10.80 per share,  and the issuance to Mr. Brown of a warrant whereby he will be
entitled to  purchase  up to  one-nineteenth  of the  outstanding  shares of the
Company on a fully diluted basis through  January 31, 2005, at an exercise price
of $1.14.  The  employment  agreement  also  provides that in the event that Mr.
Brown's  employment  is  terminated  for good  reason  within  six months or his
employment is terminated within one year without cause after any person or group
acquires  more  than 25% of the  combined  voting  power of the  Company's  then
outstanding  Common Stock,  all of Mr. Brown's  options will become fully vested
and immediately  exercisable and Mr. Brown will be paid an amount equal to twice
his annual  base  salary and twice his bonus  compensation  received  during the
twelve months  immediately  preceding  the date of  termination  of Mr.  Brown's
employment; provided that if the change in control resulted from the sale of the
Company for less than $31 million,  the payments to Mr. Brown will be in amounts
as described above in this paragraph as if the word "twice" had been deleted.

      In June 2004,  the  Company  entered  into  amendments  of its  employment
agreements with Louis Hyman,  Chief Technology  Officer,  and Mitchell M. Cohen,
our former Chief  Financial  Officer,  which  provide that in the event that Mr.
Hyman's or Mr.  Cohen's  employment is terminated  within one year without cause
after any person or group acquires more than 25% of the combined voting power of
the Company's  then  outstanding  Common  Stock,  all of his options will become
fully vested and immediately  exercisable and he will be paid an amount equal to
twice his annual base salary and twice his bonus  compensation  received  during
the  twelve  months  immediately  preceding  the  date  of  termination  of  his
employment; provided that if the change in control resulted from the sale of the
Company for less than $31  million,  the  payments to Mr. Hyman and/or Mr. Cohen
will be in amounts as described  above in this  paragraph as if the word "twice"
had been  deleted.  Effective  on  September  8, 2004,  Mr.  Cohen  resigned his
position as the Company's Chief Financial  Officer and his employment  agreement
was terminated.


                                       49
<PAGE>

      On October 12, 2004, the Company entered into an employment agreement with
Ronald C. Munkittrick,  Chief Financial Officer. Mr. Munkittrick will be paid an
annual base salary of  $195,000  provided,  however,  that Mr.  Munkittrick  has
agreed to a salary reduction to $120,000 per annum through December 31, 2004 and
a salary  reduction to $150,000 per annum from January 1, 2005 through March 31,
2005.  The  employment  agreement  also  provides  that in the  event  that  Mr.
Munkittrick's  employment is terminated  within one year without cause after any
person or group  acquires  more  than 25% of the  combined  voting  power of the
Company's then outstanding  Common Stock,  all of his options and/or  restricted
stock awards will become fully vested and immediately exercisable and he will be
paid an  amount  equal to twice  his  annual  base  salary  and  twice his bonus
compensation   that  he  was  entitled  to  receive  during  the  twelve  months
immediately  preceding the date of termination of his employment;  provided that
if the change in control resulted from the sale of the Company for less than $31
million,  the payments to Mr.  Munkittrick will be in amounts as described above
in this paragraph as if the word "twice" had been deleted.

Change in Control Arrangements

      As  set  forth  above  under   "Employment   Agreements,"  our  employment
agreements with each of Messrs.  Brown, Hyman and Munkittrick provide that, upon
a change of control of the Company,  any unvested  options to acquire  shares of
our common stock which have been granted pursuant to their respective employment
agreements, will become fully vested and exercisable.

Equity Compensation Plan Information

      The Company has the following  compensation plans currently in effect: the
1999 Stock Option Plan,  the 2003 Stock  Incentive  Plan,  the 2003  Consultants
Stock Option,  Stock Warrant and Stock Award Plan, the 2004 Stock Incentive Plan
(collectively, the "Compensation Plans") and the 2005 Stock Incentive Plan.

1999 Stock Option Plan

      In  August  1999,  the  Board  of  Directors  adopted,  and in July  2000,
stockholders  approved,  the 1999 Stock  Option  Plan (the "1999  Plan"),  which
provides for the grant of incentive stock options ("ISOs") to officers and other
employees  of the  Company and  non-qualified  options to  directors,  officers,
employees  and  consultants  of the  Company.  Options  granted  under  the plan
generally vest over a period of one or more years and expire at various times up
to ten years.  ISOs are granted at a price equal to the market value on the date
of grant.  The Board of Directors  reserved  216,667  shares of common stock for
granting of options  under the 1999 Plan.  If any option  granted under the plan
expires or terminates  for any reason  without  having been exercised in full or
ceases for any reason to be exercisable, the un-purchased shares subject to such
options  becomes  available  again for  grants of  options  under the plan.  The
aggregate  fair market value of the common  stock to which ISOs are  exercisable
for the first  time by any  employee  during any  calendar  year  cannot  exceed
$100,000.  Any  options  granted  in excess of that  amount  will be  granted as
non-qualified options. The Board of Directors may terminate or amend the plan in
any respect at any time;  provided,  that the Board may not amend the  following
aspects  without  shareholder  approval:  (a)  increase  total  number of shares
issuable under the plan; (b) modify  eligibility  for grants of ISOs; (c) modify
exercise  prices of shares under ISOs; and (d) extend the expiration date of the
plan.


                                       50
<PAGE>

2003 Stock Incentive Plan

      In  February  2003,  the  Board of  Directors  adopted,  and in May  2003,
stockholders  approved,  the 2003 Stock Incentive Plan (the "2003 Plan"),  which
provides for the grant of ISOs,  supplemental stock options,  stock appreciation
rights and performance shares to directors, officers, employees, consultants and
advisors of the Company and its  subsidiaries.  Options  granted  under the plan
generally vest over a period of one or more years and expire at various times up
to ten years.  Upon  exercise,  shares  will be issued  upon the  payment of the
exercise  price in cash,  by  delivery of shares of common  stock,  options or a
combination  of these  methods.  ISOs are granted at a price equal to the market
value on the date of grant.  The Board of Directors  reserved  166,667 shares of
common stock for grants under the 2003 Plan. No one (1) person  participating in
the 2003 Plan may receive  option or other awards for more than 66,667 shares of
common stock in any calendar  year. If any of the options or stock  appreciation
rights or performance  shares granted under the plan expire or terminate for any
reason before they have been exercised in full,  the unissued  shares subject to
such options or stock  appreciation  rights or performance shares shall again be
available. The aggregate fair market value of the common stock to which ISOs are
exercisable  for the first time by any employee  during any calendar year cannot
exceed  $100,000.  The  performance  shares,  at  the  discretion  of  the  plan
administrator  and  contingent  upon the  achievement  of specified  performance
objectives within a specified  performance  objective period, may be made in any
combination of common stock, cash and notes.

2003 Consultants Stock Option, Stock Warrant and Stock Award Plan

      In October 2003, the Board of Directors, and in December 2003 stockholders
approved,  the 2003  Consultants  Stock Option Warrant and Stock Award Plan (the
"2003 Consultants Plan"), which provides for the grant of non-qualified options,
warrants,  restricted stock and  unrestricted  stock to consultants of, or other
natural  persons  who  provide  bona  fide  services,  other  than  services  in
connection  with the  offer or sale of the  Company's  securities  in a  capital
raising  transaction  to, the Company.  The Board of Directors  reserved  83,333
shares of common stock for grants under the 2003 Consultants Plan. If any option
or warrant  expires or is cancelled  prior to its  exercise in full,  the shares
subject  to such  option or  warrant  may again be made  subject to an option or
warrant or awarded as restricted common stock or unrestricted common stock under
the  plan.  Under  the  plan,  the  Board  has sole and  absolute  discretionary
authority to determine who are to receive warrants,  options,  restricted common
stock,  or  unrestricted  common  stock under the plan;  the number of shares of
common  stock to be covered by such grant or such  options or  warrants  and the
terms thereof;  and the type of common stock  granted--restricted  common stock,
unrestricted common stock or a combination of restricted and unrestricted common
stock. The Board has the discretionary authority to prescribe, amend and rescind
rules and regulations  relating to the plan, to interpret the plan, to prescribe
and amend the terms of the  option or warrant  agreements  and to make all other
determinations deemed necessary or advisable for the administration of the plan.
The plan also allows the Board to pay consultants'  fees in unrestricted  common
stock in lieu of cash.


                                       51
<PAGE>

2004 Stock Incentive Plan

      In October  2003,  the Board of Directors  adopted,  and in December  2003
stockholders  approved,  the 2004 Stock Incentive Plan (the "2004 Plan"),  which
provides for the grant of ISOs,  supplemental stock options,  stock appreciation
rights and performance shares to directors,  officers,  consultants and advisors
of the Company and its subsidiaries.  ISOs granted under the plan generally vest
over a period of one or more years and expire at various  times up to ten years.
Upon  exercise,  shares will be issued upon the payment of the exercise price in
cash, by delivery of shares of common stock,  options or a combination  of these
methods and expire up to ten years after the date of grant.  ISOs are granted at
a price equal to the market  value on the date of grant.  The Board of Directors
reserved  250,000  shares of common stock for grants under the 2004 Plan. No one
(1) person participation in the 2004 Plan may receive option or other awards for
more than 50,000  shares of common  stock in any  calendar  year.  If any of the
options or stock  appreciation  rights or  performance  shares granted under the
plan expire or terminate for any reason before they have been exercised in full,
the  unissued  shares  subject to such options or stock  appreciation  rights or
performance shares shall again be available.  The aggregate fair market value of
the  common  stock  to which  ISOs are  exercisable  for the  first  time by any
employee  during any  calendar  year cannot  exceed  $100,000.  The  performance
shares,  at the discretion of the plan  administrator  and  contingent  upon the
achievement of specified  performance  objectives within a specified performance
objective period, may be made in any combination of common stock, cash or notes.

2005 Stock Incentive Plan

      In September  2004,  the Board of Directors  adopted,  and on November 18,
2004 the  stockholder's  approved,  the Company's 2005 Stock Incentive Plan (the
"2005  Plan").  The 2005 Plan was  designed to provide an incentive to employees
(including  directors and officers who are  employees),  and to consultants  and
directors  who are not  employees  of the  Company  and to offer  an  additional
inducement in obtaining the services of such  persons.  Moreover,  the 2005 Plan
was designed to compensate  both current or former  employees and consultants of
the  Company  to whom the  Company  had  commitments  or  obligations.  The Plan
provides for the grant of "incentive stock options"  ("ISOs") within the meaning
of Section 422 of the Internal  Revenue Code of 1986,  as amended (the  "Code"),
nonqualified  stock  options  which  do not  qualify  as ISOs  ("NQSOs"),  stock
appreciation  rights  ("SARs") and stock of the Company  which may be subject to
contingencies or restrictions (collectively, "Awards") Subject to the provisions
of Paragraph  12, any shares of Common  Stock  subject to an option or SAR which
for any reason expires, is canceled or is terminated unexercised or which ceases
for any reason to be  exercisable  or a  restricted  stock  Award  which for any
reason is  forfeited,  shall again become  available  for the granting of Awards
under the Plan.  The  Company  shall at all  times  during  the term of the Plan
reserve  and keep  available  such  number of shares of Common  Stock as will be
sufficient to satisfy the requirements of the Plan.  Notwithstanding the maximum
number of shares of the Company's  Common Stock  available  under the 2005 Plan,
the Company shall not grant Awards of Common Stock to its  employees  (including
officers and directors who are  employees)  and  consultants in excess of thirty
(30%)  percent  of the  Company's  outstanding  shares  of  common  stock,  on a
fully-diluted,  as converted basis, including conversion of convertible notes or
exercise of warrants outstanding. The Plan shall be administered by the Board of
Directors or a committee of the Board of Directors  consisting  of not less than
three  directors,  at least two (2) of whom shall be a  "non-employee  director"
within the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934.

In a  definitive  proxy  statement  filed  with the SEC on March 16,  2005,  the
Company is proposing, at a Special Meeting of Stockholders to be held on Monday,
April  11,  2005,  to amend the 2005 Plan to  increase  the  number of shares of
Common Stock  available for issuance  under the plan.  Currently,  the aggregate
number of shares  available  for  issuance  under  the 2005 Plan is  limited  to
5,500,000 shares of Common Stock.  During the period from November 18, 2004 (the
date on which the approval of the current maximum number of shares available for
issuance  under the Plan was based) to the Record Date for the special  meeting,
an aggregate  of  5,500,000  shares of Common Stock have been issued or reserved
for issuance to the  Company's  employees,  consultants  and  directors  through
restricted  stock  awards or  reserved  for the  exercise  of  options,  thereby
reducing the number of shares of Common Stock  currently  available for issuance
under the Plan by this same number.  An  additional  3,144,807  shares of Common
Stock have been  approved for issuance to the Company's  employees,  consultants
and directors  through  restricted  stock awards or reserved for the exercise of
options by the Company's board of directors,  subject to stockholder approval to
increase the number of shares of Common Stock  available for issuance  under the
2005  Plan.  Accordingly,  as of March 16,  2005,  there are no shares of Common
Stock  available for the grant of restricted  stock awards and options under the
2005 Plan.  Shareholders will be asked to approve a resolution to amend the 2005
Plan to increase the number of shares available for issuance under the 2005 Plan
by an additional 10,000,000 shares of Common Stock. If the Amendment is approved
by  shareholders,  an  aggregate  of  15,500,000  shares of Common Stock will be
outstanding  or reserved for issuance or available  for issuance  under the 2005
Stock Incentive Plan. Should the shareholders not authorize this increase,  some
shares which vest under the plan after December 31, 2004 may not be issued.  The
Company will record an adjustment to reflect the market price at the time of any
such shareholder approval.


                                       52
<PAGE>

Compensation Committee Interlocks and Insider Participation

         During 2003 until October 10, 2003, Messrs.  Scalzi and Havens and Joan
Herman (former  directors)  served on our  Compensation  Committee.  Thereafter,
through April 2004 our Compensation Committee consisted of Mr. David Friedensohn
(a former  director)  and Dr.  Stahl,  and from  April  2004  through  June 2004
consisted of Dr. Stahl,  Mr. Richard Kellner (a former director) and Mr. Berger,
and from July 2004 to present  consists of Dr.. Stahl, Mr. Shorr and Mr. Berger,
none of whom were  officers or employees of our company or our  subsidiaries  or
had any  relationship  regarding  disclosure  under Item 404 of  Regulation  S-K
during or prior to 2004.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The  following  table  sets  forth,  as  of  March  4,  2005,   certain
information  regarding the ownership of voting securities of the Company by each
stockholder  known to the  management  of the  Company to be (i) the  beneficial
owner of more than 5% of the Company's  Common Stock,  (ii) the directors of the
Company,  (iii) the  current  executive  officers of the  Company,  and (iv) all
directors and executive officers of the Company as a group.

                                           Shares Beneficially        Percentage
Name and Address of Beneficial Owner (1)        Owned (2)              of Class
--------------------------------------------------------------------------------
Andrew Brown (3)                                    724,523                5.4%
Blue Valley Ltd.  (4)                             1,114,824                8.1%
Cherry Blossom Ltd  (5)                           1,241,850                9.0%
Forum Managers Ltd.  (6)                            901,761                6.7%
Lakeview Properties Ltd.  (7)                       901,761                6.7%
Norfolk Ltd.  (8)                                 1,110,886                8.1%
Jeffrey A. Stahl, MD (9)                             71,132                  *
Louis E. Hyman (10)                                 483,625                3.7%
Steven C. Berger (11)                                67,798                  *
Steven A. Shorr (12)                                 68,352                  *
Tony Soich (13)                                      67,798                  *
Ron Munkittrick (14)                                428,883                3.3%
Directors and executive officers,
   as a group (7 persons)                         1,912,111               13.2%


                                       53
<PAGE>

-------------------
* Represents beneficial ownership of less than one percent.

(1)   Unless otherwise indicated,  the address for each of the beneficial owners
      is c/o Ramp Corporation, 33 Maiden Lane, New York, New York 10038.

(2)   "Beneficial  ownership" is defined in the  regulations  promulgated by the
      SEC as having or sharing,  directly or indirectly (1) voting power,  which
      includes  the power to vote or to direct  the  voting,  or (2)  investment
      power, which includes the power to dispose or to direct the disposition of
      shares of the Common Stock of the Company.  The  definition  of beneficial
      ownership  includes  shares  underlying  options or  warrants  to purchase
      common stock,  or other  securities  convertible  into common stock,  that
      currently are  exercisable or convertible or that will become  exercisable
      or convertible  within 60 days.  Unless otherwise  indicated,  the Company
      believes that the beneficial  owner has sole voting and  investment  power
      based upon the information furnished by such owners.

(3)   Includes (a) 24,167 shares  issuable  upon  exercise of warrants,  and (b)
      696,190 shares issuable upon exercise of stock options  exercisable within
      60 days from the date of the table.  Does not include warrants issuable to
      Mr.  Brown  under his  employment  agreement  whereby  Mr.  Brown  will be
      entitled to purchase up to one-nineteenth of the outstanding shares of our
      common stock, at an exercise price of $1.14.

(4)   Includes 211,372 shares issuable upon exercise of warrants. The address of
      the holder is Burbage House, 83-85 Curtain Road, London EC2A 3BS.

(5)   Includes 235,456 shares issuable upon exercise of warrants. The address of
      the holder is 20 McCallum Street, 10-03 Asia Chambers, Singapore 069046.

(6)   Includes 170,900 shares issuable upon exercise of warrants. The address of
      the holder is 7 Globe House, 15 Fitzroy Mews, London, UK.

(7)   Includes 170,900 shares issuable upon exercise of warrants. The address of
      the holder is 21 Leigh Street, London WC1H 9QX.

(8)   Includes 211,372 shares issuable upon exercise of warrants. The address of
      the holder is 20 McCallum Street, 12-03 Asia Chambers, Singapore 069046.

(9)   Consists  of  71,132  shares  issuable  upon  exercise  of  stock  options
      exercisable within 60 days from the date of the table.

(10)  Consists  of (a) 833  shares  held by Mr.  Hyman  and his wife of which he
      shares  dispositive  power,  (b) 833  shares  issuable  upon  exercise  of
      warrants held by Mr. Hyman and his wife, and (c) 481,959  shares  issuable
      upon exercise of stock options exercisable within 60 days from the date of
      the table.

(11)  Consists  of  67,798  shares  issuable  upon  exercise  of  stock  options
      exercisable within 60 days from the date of the table.

(12)  Includes 67,798 shares issuable upon exercise of stock options exercisable
      within 60 days from the date of the table.

(13)  Consists  of  67,798  shares  issuable  upon  exercise  of  stock  options
      exercisable within 60 days from the date of the table.

(14)  Consists  of  428,883  shares  issuable  upon  exercise  of stock  options
      exercisable within 60 days from the date of the table.


                                       54
<PAGE>

Equity Compensation Plan Information

      The following table provides  information  about our Common Stock that may
be issued  upon the  exercise of options,  warrants  and rights  under our stock
incentive plans.

<TABLE>
<CAPTION>
                                                                                                            (c)
                                            (a)                                                Number of securities remaining
                                  Number of securities to                 (b)                  available for future issuance
                                  be issued upon exercise   Weighted average exercise price   under equity compensation plans
                                  of outstanding options,       of outstanding options,       (excluding securities reflected
Plan Category                       warrants and rights           warrants and rights                  in Column (a))
-------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                           <C>                                <C>
Equity compensation
plans approved by security                  3,580,562                     $2.34                                0
holders

Equity compensation
plans not approved by security              N/A                           N/A                                N/A
holders
</TABLE>

      In addition  to the  issuance  of Common  Stock under our stock  incentive
plans  set forth in the above  table,  we have  entered  into  restricted  stock
agreements  to  issue  restricted  shares  of  common  stock  and  stock  option
agreements to issue an aggregate of 3,144,807  shares of common stock underlying
stock  options to certain  of our  current  executive  officers,  employees  and
consultants  which are  subject  to the  vesting  provisions  contained  in each
agreement and stockholder approval.  These obligations shall be paid through the
issuance of restricted  shares of Common Stock or options to be issued under the
2005 Plan following stockholder approval of the Amendment.

      The  following  table sets forth the  number of  restricted  shares of our
Common Stock and shares of our Common Stock  underlying  options which have been
granted  to each of our  executive  officers,  executive  officers  as a  group,
non-executive  directors as a group, and  non-executive  officers and employees,
including  consultants,  as a group  under our 2005 Stock  Incentive  Plan as of
March 4, 2005.  As a result of the grants set forth  below,  the total number of
shares of Common Stock  reserved for issuance  under the 2005 Plan is 8,644,807,
of which  5,500,000  shares of Common  Stock have been  previously  approved  by
stockholders.


                                       55
<PAGE>

                  NEW PLAN BENEFITS - 2005 Stock Incentive Plan

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Name and Position                      Number of Shares          Exercise Price      Number of Shares of   Dollar Value of
                                       Underlying Options        of Options          Common Stock          Common Stock
-------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                 <C>                      <C>
Andrew M. Brown                                1,353,383              $1.14                  N/A                   N/A
Chairman of the Board, President &
Chief Executive Officer
-------------------------------------------------------------------------------------------------------------------------------
Ron Munkittrick                                  902,256              $1.14                  N/A                   N/A
Chief Financial Officer
-------------------------------------------------------------------------------------------------------------------------------
Louis E. Hyman                                   986,842              $1.14                  N/A                   N/A
Chief Technology Officer
-------------------------------------------------------------------------------------------------------------------------------
Executive Officer Group (3 persons)            3,242,481              $1.14                  N/A                   N/A
-------------------------------------------------------------------------------------------------------------------------------
Non-Executive Director Group (4                  563,912              $1.14                  N/A                   N/A
persons)
-------------------------------------------------------------------------------------------------------------------------------
Non-Executive Officer and Employee               210,000               (1)                4,628,414                (2)
Group
(Including Consultants)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The  exercise  price is equal to the fair market value of the Common Stock
      on the date of grant.

(2)   The value of the  Common  Stock is equal to the fair  market  value of the
      Common Stock on the date of issuance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Since  1996,  we had a policy  that any  transactions  with  directors  or
executive  officers or any entities in which they are associated as directors or
executive officers or in which they have a financial  interest,  will only be on
terms  that would be reached in an  arm's-length  transaction,  consistent  with
industry  standards and approved by a majority of our  disinterested  directors.
This policy provides that no such transaction  shall be either void or voidable,
solely because of such relationship or interest of such directors or officers or
solely because an interested  director is present at the meeting of the board of
directors  or a committee  thereof  that  approves  such  transaction  or solely
because the interested director's vote is counted for such purpose. In addition,
interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or a committee  thereof that  approves  such a
transaction.  We have also adopted a policy that prohibits any loans to officers
and  directors.  All of the  transactions  described  below  have been  approved
according to this policy.

      In 1999, we entered into a consulting  agreement  with Mr. Samuel  Havens,
our former director,  which provides that we pay Mr. Havens $5,000 per month for
his consulting services in connection with our marketing efforts. At Mr. Havens'
request,  we deferred certain of his monthly payments.  During 2002, we paid Mr.
Havens $20,000 for his services under the agreement. In 2003, we paid Mr. Havens
an additional $40,000.  As of March 31, 2004, we owed Mr. Havens $40,000,  which
amount was paid concurrently with Mr. Havens'  resignation as a director through
the issuance of 57,143 shares of our common stock.


                                       56
<PAGE>

      Upon his  resignation  from the board of directors on October 10, 2003, we
agreed to immediately  vest all of Mr. Patrick  Jeffries'  options and to remove
all forfeiture conditions from his forfeitable stock grants.

      Arthur  L.  Goldberg,  our chief  financial  officer  from May 2003  until
November  2003,  provided his services to us through Tatum CFO Partners,  LLP, a
national  consulting  firm of which he is a  partner,  and  which  provides  the
services of financial  professionals  to  businesses.  Pursuant to an employment
letter between us and Mr.  Goldberg,  and a Resources  Agreement  between us and
Tatum,  both dated May 20, 2003, Mr.  Goldberg was  compensated by us at a daily
rate of $1,250; 16-2/3% of such amount was paid directly to Tatum.

      Until his  appointment  as our  President and Chief  Operating  Officer in
October  2003,  Andrew  Brown was employed by External  Affairs,  Inc. In August
2003, we entered into a consulting  agreement  with External  Affairs for a term
ending June 30, 2004, under which External Affairs agreed to act as our investor
relations  and  strategy  consultant  and  assist  us with our  capital  raising
efforts.  The agreement  provided for payments to External  Affairs of $328,000,
and a discretionary bonus potential of up to $275,000 based upon our attaining a
specified  level of revenue during the term of the agreement.  External  Affairs
received a cash bonus in July 2003 of $50,000 for its  services  during the year
ended June 30,  2003.  On October  10,  2003,  Mr.  Brown was  appointed  as our
President and Chief Operating Officer,  and we agreed to reduce the compensation
payable to External  Affairs  under the August 2003  Consulting  Agreement by an
amount equal to the  compensation  payable to Mr.  Brown as President  and Chief
Operating  Officer.  External Affairs was granted 8,333 restricted shares of our
common stock in July 2003, which shares were forfeitable if, by January 6, 2004,
we had not met certain  performance goals, which goals were met. Pursuant to the
agreement,  External  Affairs  also  received a five-year  option to purchase an
aggregate of 25,000 shares of our common stock at $15.00 per share, of which (i)
options to purchase  8,333  shares  vest in 25%  increments  every three  months
beginning  September  9, 2003  conditioned  on Mr.  Brown  continuing  to render
services  to us at the end of each  three-month  period,  and  (ii)  options  to
purchase 16,667 shares will vest on July 9, 2008,  subject to earlier vesting in
June 2004  based  upon a  formula  contained  in the  agreement.  The  agreement
provides that,  upon the  occurrence of a change in control of our company,  all
options  described in the agreement will be deemed fully vested and exercisable.
The agreement is  terminable by either us or External  Affairs for any reason on
ninety days prior written notice,  subject to certain offset rights in the event
of  termination  by  External  Affairs  for other than "good  reason".  External
Affairs has transferred  all of its options and restricted  shares to Mr. Brown.
During 2004 and 2003,  we paid an aggregate  of $310,450 to External  Affairs in
consulting fees.

      During 2003, we issued five-year  warrants to purchase (i) 2,067 shares of
our common stock at $41.40 per share on April 1, 2003,  (ii) 4,133 shares of our
common stock at $41.40 per share on June 24, 2003, and (iii) 3,000 shares of our
common  stock  at  $30.00  per  share  on July  1,  2003,  to  Andrew  Brown  as
compensation  for  consulting  services  provided to us under our agreement with
External Affairs.

      The brother of Mr. Louis Hyman,  our  Executive  Vice  President and Chief
Technology  Officer,  is  the  president  of  TekPerts  Technologies,   Inc.,  a
technology  consulting  firm.  On October 1,  2003,  we entered  into a one-year
consulting  agreement with TekPerts  Technologies,  under which we agreed to pay
TekPerts Technologies a monthly consulting fee of $11,667 and to grant an option
to  purchase an  aggregate  of 1,167  shares of our common  stock at an exercise
price of $27.00 per share, the closing price of our common stock on the American
Stock  Exchange  on such date,  which  options  vest as to 146 shares  quarterly
beginning  December 31, 2003.  The  agreement  with  TekPerts  Technologies  was
terminated by us as of June 1, 2004.


                                       57
<PAGE>

      Andrew Brown's sister is employed by HealthRamp, as a Business Manager, at
an annual base salary of $55,000.  In October 2003,  she was granted  options to
purchase  833  shares of our  common  stock at an  exercise  price of $26.40 per
share,  the closing price of our common stock on the American  Stock Exchange on
the date of grant.

      Until his  termination by us, Darryl Cohen's brother was employed by us as
Sales  Director,  Practice  Management  System of HealthRamp,  at an annual base
salary of $72,500.  On December 1, 2003, he was granted  options to purchase 833
shares of our common stock at an exercise price of $41.40 per share, the closing
price of our common stock on the American Stock Exchange on the date of grant.

      Prior to his  resignation  effective  on  September  8, 2004,  Mitchell M.
Cohen,  our former executive vice president and chief financial  officer,  had a
one-year  employment  agreement  terminating on November 30, 2004. The Agreement
provided that Mr. Cohen will be compensated at an annual salary of $180,000. The
agreement  also  provided  for the grant of options to purchase an  aggregate of
6,667 shares of our common stock in eight equal  three-month  installments,  the
first of which vests on December 31, 2003,  in each case provided that Mr. Cohen
is in our employ at such time. Such options were granted on November 20, 2003 at
an  exercise  price of $26.40 per share,  when the  closing  price of our common
stock on that date on the American Stock  Exchange was $39.00.  If Mr. Cohen had
been  terminated  by us without cause prior to September 30, 2004, he would have
been entitled to his base salary for three months.

      On November 10, 2003,  we completed the purchase of  substantially  all of
the tangible and  intangible  assets,  and assumed  certain  liabilities  of the
Frontline  Physicians  Exchange  and  Frontline  Communications  business of The
Duncan Group,  Inc. We paid (a) $1,567,000 in cash at the closing,  (b) $500,000
payable through the issuance of our common stock  (approximately  15,267 shares)
the resale value of which is guaranteed to the seller under certain  conditions,
(c) $1,500,000  payable through the issuance of our common stock  (approximately
42,450  shares)  that will be delivered to the seller only if the revenue of the
acquired business exceeds $1 million for all of 2003, (d) a royalty equal to 15%
of the  gross  revenue  of the  business  during  2003  and  2004,  (e) up to an
additional  $1,500,000 payable through the issuance of our common stock based on
the number of  physician  offices  that are active  customers  of the seller who
adopt our technology and generate  certain revenues to us, and (f) an additional
$1,000,000  payable  through  the  issuance  of our common  stock if the average
annual  revenue of the acquired  business  for the calendar  years 2003 and 2004
equals or exceeds  $1,500,000.  Our board of directors  approved the purchase of
Frontline,  which was  effectuated as an arm's length  transaction,  in November
2003. In November 2003, in connection  with our  acquisition  of Frontline,  The
Duncan  Group,  Inc.  received an aggregate  61,050  shares of our common stock,
45,788 shares of which were subject to forfeiture if a revenue goal was not met,
which has been attained.  Ms. Nancy Duncan, our former executive vice president,
and M. David Duncan, are husband and wife and together own,  indirectly,  all of
the issued and outstanding stock of The Duncan Group, Inc.

      On September 30, 2004, we closed the transaction  pursuant to that certain
Asset Purchase  Agreement,  dated as of September 29, 2004, by and among us, The
Duncan  Group,  Inc.,  M. David Duncan and Nancy L.  Duncan,  to sell the assets
previously  acquired from The Duncan Group, Inc. on November 10, 2003 related to
the  business of Duncan  known as Frontline  Physicians  Exchange and  Frontline
Communications.  In accordance with the Asset Purchase  Agreement,  we agreed to
sell all of the  assets  of our  Frontline  division,  now  known as the  OnRamp
division,  to The Duncan  Group,  Inc.  in  consideration  of (i) our receipt of
$500,000 in cash paid at closing;  (ii) termination of the employment  agreement
between us and each of M. David  Duncan and Nancy L. Duncan;  (iii)  release and
discharge  of our  obligations  to Duncan  under  that  certain  Asset  Purchase
Agreement  dated as of  November  7, 2003,  between  the Company and Duncan (the
"2003 Purchase  Agreement"),  to issue to Duncan up to an additional  $2,500,000
through  the  issuance  of shares of our common  stock upon the  achievement  of
certain financial  milestones;  (iv) release and discharge of our obligations to
Duncan under the 2003 Purchase Agreement to pay Duncan a royalty equal to 15% of
the gross revenue of the OnRamp  business  during 2003 and 2004; and (v) release
and discharge of our obligations under the 2003 Purchase Agreement to pay Duncan
any shortfall amount following the sale of certain shares of our common stock by
Duncan.  Our  board  of  directors  approved  the  sale  of  OnRamp,  which  was
effectuated as an arm's length transaction, on September 29, 2004.


                                       58
<PAGE>

      In connection with our sale of OnRamp,  Nancy Duncan's two-year employment
agreement  with us which  provided  that Ms.  Duncan will be  compensated  at an
annual salary of $140,000 was terminated. In connection with our sale of OnRamp,
our employment  relationship with M. David Duncan,  previously employed by us at
an annual salary of $90,000, was terminated.


                                       59
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      BDO Seidman,  LLP served as the Company's  independent  registered  public
accountants for the fiscal years ended December 31, 2004 and 2003.

Audit Fees

      BDO  Seidman,  LLP fees  totaled  $433,000 and $380,000 for 2004 and 2003,
respectively,  for services  rendered  for the audit of our annual  consolidated
financial  statements for fiscal 2004 and 2003 included in our Form 10-K and the
reviews of the financial statements included in our Forms 10-Q for said periods.

Audit-Related Fees

      For fiscal 2004 and 2003, BDO Seidman, LLP billed us $215,000 and $150,000
respectively  for services  rendered for  assurance,  consultations  and related
services that are reasonably  related to the  performance of the audit or review
of the financial statements of the Company.

Tax Fees

      For fiscal 2004 and 2003, BDO Seidman,  LLP billed us $39,000 and $50,000,
respectively,  for services  rendered in connection  with tax  consultation  and
compliance for the Company.

All Other Fees

      There were no other fees paid to BDO Seidman,  LLP during the fiscal years
ended December 31, 2004 and 2003.

      In connection with the revised standards for independence of the Company's
independent  registered  public  accountants  promulgated  by the SEC, the Audit
Committee  has  considered  whether the provision of such services is compatible
with  maintaining the  independence of BDO Seidman,  LLP and has determined that
such services are  compatible  with the continued  independence  of BDO Seidman,
LLP.

      It is our  practice  that all services  provided to us by our  independent
registered public accountants be pre-approved by our Audit Committee. No part of
our independent  auditor services related to Audit Related Fees, Tax Fees or All
Other Fees  listed  above was  approved by the audit  committee  pursuant to the
exemption from pre-approval  provided by paragraph  (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.


                                       60
<PAGE>

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS

(a)   Documents filed as part of this Report

(1)   Financial Statements

See Financial  Statements  included  after the signature  page beginning at page
F-1.

(2)   Financial statement schedules

All  schedules  are omitted  because  they are not  applicable  or the  required
information  is shown in the  consolidated  financial  statements  or the  notes
thereto.

(3)   List of Exhibits

The exhibits listed in the accompanying  Exhibit Index are filed or incorporated
by reference as part of this Report.


                                       61
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Reports of Independent Registered Public Accounting Firms                    F-2
Consolidated Balance Sheets as of December 31, 2004 and 2003                 F-4
Consolidated Statements of Operations for the Years Ended
  December 31, 2004, 2003 and 2002                                           F-5
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
  for the Years Ended December 31, 2004, 2003 and 2002                       F-6
Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2004, 2003 and 2002                                          F-8
Notes to Consolidated Financial Statements                                   F-9


                                       F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Ramp Corporation
New York, NY

      We have  audited  the  accompanying  consolidated  balance  sheets of Ramp
Corporation and subsidiaries (the Company) as of December 31, 2004 and 2003, and
the related  consolidated  statements of  operations,  changes in  stockholders'
equity  (deficit)  and cash  flows for the years  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

      We conducted  our audits in  accordance  with the  standards of the Public
Company Oversight Accounting Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged to perform,  an audit over its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      In our opinion,  the consolidated  financial  statements referred to above
present  fairly,  in all  material  respects,  the  financial  position  of Ramp
Corporation  and  subsidiaries at December 31, 2004 and 2003, and the results of
their  operations  and their cash  flows for the years then ended in  conformity
with accounting principles generally accepted in the United States of America.

      The  accompanying  consolidated  financial  statements  have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1  to  the  consolidated  financial  statements,  the  Company  has  experienced
significant  recurring  losses from  operations and has  deficiencies in working
capital and equity at December 31, 2004 that raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also described in Note 1. The consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/s/BDO Seidman, LLP
BDO Seidman, LLP
New York, NY
March 16, 2005


                                       F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Medix Resources, Inc.
New York, NY

      We have audited the  accompanying  consolidated  statements of operations,
changes in  stockholders'  equity and cash flows of Medix  Resources,  Inc.  and
subsidiaries  (the  Company)  for  the  year  ended  December  31,  2002.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

      We conducted our audit in accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The Company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

      In our opinion,  the consolidated  financial  statements referred to above
present  fairly,  in all material  respects,  the results of operations and cash
flows of Medix Resources,  Inc. and subsidiaries for the year ended December 31,
2002 in conformity with accounting  principles  generally accepted in the United
States of America.

      The  accompanying  consolidated  financial  statements  have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the consolidated  financial  statements,  the Company has experienced  recurring
losses and has a working capital deficit which raise substantial doubt about its
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters also are described in Note 1. The consolidated  financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


                                     /s/Ehrhardt Keefe Steiner & Hottman PC
                                     Ehrhardt Keefe Steiner & Hottman PC
February 14, 2003
Denver, Colorado
                                       F-3


<PAGE>

                Ramp Corporation (formerly Medix Resources, Inc.)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                               ------------------------------
                                                                                    2004             2003
                                                                               -------------    -------------
<S>                                                                            <C>              <C>
                                    Assets
Current assets
        Cash                                                                   $     455,000    $   1,806,000
        Accounts receivable, less allowance for doubtful
            accounts of $17,000 - 2004; nil - 2003                                    97,000          182,000
        Deferred financing costs                                                      79,000               --
        Prepaid expenses and other                                                   540,000          321,000
                                                                               -------------    -------------
   Total current assets                                                            1,171,000        2,309,000
                                                                               -------------    -------------
Non-current assets
        Property and equipment, net                                                  796,000          731,000
        Security deposits                                                            254,000          398,000
        Goodwill                                                                   1,792,000        4,853,000
        Other intangible assets, net                                                 300,000        1,382,000
                                                                               -------------    -------------
   Total non-current assets                                                        3,142,000        7,364,000
                                                                               -------------    -------------
Total assets                                                                   $   4,313,000    $   9,673,000
                                                                               =============    =============
                Liabilities and Stockholders' Equity (Deficit)
Current liabilities
        Promissory notes and current portion of long term debt,
          net of debt discount of $225,000 - 2004; nil - 2003                  $     469,000    $     232,000
        Accounts payable                                                           1,859,000          847,000
        Accounts payable - related parties                                                --          261,000
        Accrued expenses                                                           4,889,000        2,065,000
        Deferred revenue                                                             260,000            2,000
                                                                               -------------    -------------
   Total current liabilities                                                       7,477,000        3,407,000
                                                                               -------------    -------------
Long-term debt, net of current portion and
        debt discount of $135,000 and $169,000                                        65,000          269,000
Commitments and contingencies
Stockholders' equity (deficit)
        1996 Preferred stock, 10% cumulative convertible, $1 par value,
        488 shares authorized, 155 shares issued, 1 share outstanding,
        liquidation preference $10,000 plus accrued and unpaid dividends                  --               --
        2003 Series A convertible stock, $1 par value, 3,200 shares
        authorized, nil and 3,112 shares issued and outstanding at
        December 31, 2004 and 2003, respectively                                          --            3,000
        Common stock, $0.001 par value, 400,000,000 shares authorized,
        6,333,733 and 2,420,740 issued and outstanding at
        December 31, 2004 and 2003, respectively                                       6,000            2,000
Deferred compensation                                                             (1,395,000)         (86,000)
Additional paid-in capital                                                       120,259,000       78,446,000
Accumulated deficit                                                             (122,099,000)     (72,368,000)
                                                                               -------------    -------------
   Total stockholders' equity (deficit)                                           (3,229,000)       5,997,000
                                                                               -------------    -------------
                        Total Liabilities and Stockholders' Equity (Deficit)   $   4,313,000    $   9,673,000
                                                                               =============    =============
</TABLE>

                 See notes to consolidated financial statements.


                                      F-4
<PAGE>

                Ramp Corporation (formerly Medix Resources, Inc.)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                         2004            2003            2002
                                                     --------------------------------------------
<S>                                                  <C>             <C>             <C>
Revenues                                             $    264,000    $    191,000    $         --

Costs and expenses
 Software and technology costs                          6,381,000       2,756,000       2,366,000
 Selling, general and administrative expenses          21,193,000      14,493,000       5,912,000
 Costs associated with terminated acquisition                  --         142,000         309,000
                                                     --------------------------------------------
     Total operating expenses                          27,574,000      17,391,000       8,587,000
                                                     --------------------------------------------

Other income (expense)
 Other income                                              50,000          26,000         (47,000)
 Interest expense and other financing costs           (11,664,000)     (9,856,000)       (380,000)
 Debt conversion expense                               (6,713,000)             --              --
                                                     --------------------------------------------
     Total other income (expense)                     (18,327,000)     (9,830,000)       (427,000)
                                                     --------------------------------------------

Loss from continuing operations                       (45,637,000)    (27,030,000)     (9,014,000)
                                                     --------------------------------------------

Loss from discontinued operations                        (174,000)       (109,000)             --
Loss on sale of discontinued operations                (3,920,000)             --              --
                                                     --------------------------------------------
Loss from discontinued operations                      (4,094,000)       (109,000)             --
                                                     --------------------------------------------

   Net loss                                           (49,731,000)    (27,139,000)     (9,014,000)
                                                     --------------------------------------------
Disproportionate deemed dividend issued
  to certain warrant holders                           (1,034,000)     (2,026,000)             --
 Beneficial conversion feature discount related to
 2003 Series A convertible preferred stock                     --      (2,156,000)             --

                                                     --------------------------------------------
Net loss applicable to common stockholders           $(50,765,000)   $(31,321,000)   $ (9,014,000)
                                                     ============================================

Net loss per share basic and diluted:
  Continuing operations                                   ($13.54)        ($20.84)         ($8.53)
  Discontinued operations                                   (1.19)             --              --
                                                     --------------------------------------------
Net loss applicable to common stockholders                ($14.73)        ($20.84)         ($8.53)
                                                     ============================================

Basic and diluted weighted average
  common shares outstanding                             3,446,268       1,502,634       1,056,955
</TABLE>

                 See notes to consolidated financial statements.


                                      F-5
<PAGE>


                                Ramp Corporation
       Consolidated Statement of Changes in Stockholders' Equity (Deficit)
              For the Years Ended December 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                 1996         1999 Series C     2003 Series A
                                                            Preferred Stock  Preferred Stock   Preferred Stock        Common Stock
                                                             Shares  Amount  Shares    Amount  Shares    Amount     Shares    Amount
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>     <C>   <C>         <C>     <C>       <C>   <C>      <C>
Balance- December 31, 2001                                        1       0     375         0       0         0     944,190  $1,000

Extension of warrant exercise period

Exercise of options and warrants                                                                                     29,116       0

Warrants and in the money conversion
feature issued with convertible note payable

Warrants issued in satisfaction of liability

Stock issued on conversion of note payable                                                                           40,087       0

Stock and warrants issued in private placement                                                                      228,375       0

 Preferred  Stock conversions                                                  (300)                                 11,667       0

Stock Issued with equity line, net of offering cost of $77,000                                                       32,579       0

Stock options and warrants  Issued for services

Stock options issued to officer for financial support

Fair Value of option vesting acceleration

Warrants issued to officer for cash advance made

Net loss

Dividends declared
                                                       -----------------------------------------------------------------------------

Balance- December 31, 2002                                        1       0      75         0       0         0   1,286,014   1,000


Modification of warrants in return for nonemployee services

Stock, Warrants and Options in return for nonemployee services

Stock-based compensation                                                                                             16,667

Exercise of options and warrants                                                                                    124,387

Warrants and beneficial conversion discounts
associated with private placements of convertible
debentures and promissory notes

Common Stock issued for conversion of debentures
and promissory notes                                                                                                678,417   1,000

Common Stock issued for acquisition of ePhysicians                                                                    1,667

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                  Additional                                         Total
                                                                    Paid-in      Accumulated         Deferred       Equity
                                                                    Capital         Deficit        Compensation    (Deficit)
------------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>           <C>                      <C>       <C>
Balance- December 31, 2001                                        $35,403,000   ($34,059,000)            $0        $1,345,000

Extension of warrant exercise period                                   58,000                                          58,000

Exercise of options and warrants                                      817,000                                         817,000

Warrants and in the money conversion
feature issued with convertible note payable                           70,000                                          70,000

Warrants issued in satisfaction of liability                          590,000                                         590,000

Stock issued on conversion of note payable                          1,048,000                                       1,048,000

Stock and warrants issued in private placement                      5,201,000                                       5,201,000

Preferred Stock conversions                                             1,000                                           1,000

Stock Issued with equity line, net of offering cost of $77,000        972,000                                         972,000

Stock options and warrants  Issued for services                       260,000                                         260,000

Stock options issued to officer for financial support                 132,000                                         132,000

Fair Value of option vesting acceleration                              94,000                                          94,000

Warrants issued to officer for cash advance made                       44,000                                          44,000

Net loss                                                                          (9,014,000)                      (9,014,000)

Dividends declared
                                                       -----------------------------------------------------------------------

Balance- December 31, 2002                                         44,690,000    (43,073,000)             0         1,618,000


Modification of warrants in return for nonemployee services           110,000                                         110,000

Stock, Warrants and Options in return for nonemployee services      1,173,000                                       1,173,000

Stock-based compensation                                            2,402,000                       (86,000)        2,316,000

Exercise of options and warrants                                    1,625,000                                       1,625,000

Warrants and beneficial conversion discounts
associated with private placements of convertible
debentures and promissory notes                                     8,388,000                                       8,388,000

Common Stock issued for conversion of debentures
and promissory notes                                               10,792,000                                      10,793,000

Common Stock issued for acquisition of ePhysicians                     48,000                                          48,000
</TABLE>

                 See notes to consolidated financial statements


                                      F-6
<PAGE>

                                Ramp Corporation
       Consolidated Statement of Changes in Stockholders' Equity (Deficit)
              For the Years Ended December 31, 2004, 2003 and 2002

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                 1996         1999 Series C     2003 Series A
                                                            Preferred Stock  Preferred Stock   Preferred Stock        Common Stock
                                                             Shares  Amount  Shares    Amount  Shares    Amount     Shares    Amount
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>     <C>     <C>       <C> <C>       <C>    <C>          <C>
Common Stock issued for acquisition of Frontline                                                                     61,050

Common Stock  and warrants issued
in private placements                                                                                               230,403

Exchange of 1999 Series C Preferred Stock
for common stock                                                                (75)                                  2,500

2003 series A Preferred stock issued in
private placement                                                                               3,112     3,000



Net loss
                                                       -----------------------------------------------------------------------------

Balance- December 31, 2003                                        1       0       0         0   3,112     3,000   2,420,740   2,000


Issuance and modification of stock and  warrants
 associated with financings                                                                                          38,889       0

Modification of warrants in return for nonemployee services

Stock, Warrants and Options issued for nonemployee services                                                         481,079

Stock-based compensation                                                                                            798,811   1,000

Exercise of options and warrants                                                                                  1,197,331   1,000

Warrants and beneficial conversion discounts
associated with private placements of convertibles
debentures and promissory notes                                                                                     408,957   1,000

Common Stock issued for conversion of debentures,
promissory notes and preferred stock including
debt conversion costs                                                                          (3,112)   (3,000)    451,819   1,000

Common Stock issued for acquisition                                                                                 316,290

Common Stock  and warrants issued
in private placements                                                                                               219,817       0

Net loss

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

Balance- December 31, 2004                                        1       0       0         0       0         0   6,333,733  $6,000
                                                       =============================================================================

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                  Additional                                         Total
                                                                    Paid-in      Accumulated         Deferred       Equity
                                                                    Capital         Deficit        Compensation    (Deficit)
------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>              <C>               <C>
Common Stock issued for acquisition of Frontline                    2,638,000                                       2,638,000

Common Stock  and warrants issued
in private placements                                               3,637,000                                       3,637,000

Exchange of 1999 Series C Preferred Stock
for common stock                                                                                                            0

2003 series A Preferred stock issued in
private placement                                                   2,943,000     (2,156,000)                         790,000

                                                                                 (27,139,000)                     (27,139,000)

Net loss
                                                       -----------------------------------------------------------------------

Balance- December 31, 2003                                         78,446,000    (72,368,000)       (86,000)        5,997,000


Issuance and modification of stock and  warrants
 associated with financings                                         1,073,000                                       1,073,000

Modification of warrants in return for nonemployee services            89,000                                          89,000

Stock, Warrants and Options issued for nonemployee services         3,731,000                                       3,731,000

Stock-based compensation                                            7,099,000                    (1,309,000)        5,791,000

Exercise of options and warrants                                    3,871,000                                       3,872,000

Warrants and beneficial conversion discounts
associated with private placements of convertibles
debentures and promissory notes                                     9,095,000                                       9,096,000

Common Stock issued for conversion of debentures,
promissory notes and preferred stock including debt
conversion costs                                                   10,874,000                                      10,872,000

Common Stock issued for acquisition                                   454,000                                         454,000

Common Stock  and warrants issued
in private placements                                               5,527,000                                       5,527,000

Net loss                                                                         (49,731,000)                     (49,731,000)

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

Balance- December 31, 2004                                       $120,259,000  ($122,099,000)   ($1,395,000)      ($3,229,000)
                                                       =======================================================================
</TABLE>

                 See notes to consolidated financial statements


                                      F-7
<PAGE>

                Ramp Corporation (formerly Medix Resources, Inc.)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                          For the Years Ended December 31,
                                                                    --------------------------------------------
                                                                        2004            2003            2002
                                                                    --------------------------------------------
<S>                                                                 <C>             <C>             <C>
Cash flows from operating activities
     Net loss                                                       $(49,731,000)   $(27,139,000)   $ (9,014,000)
     Adjustments to reconcile net loss to cash
     used in operating activities:
         Loss from discontinued operations                               174,000
         Loss on sale of discontinued operations                       3,920,000              --              --
         Depreciation and amortization                                   456,000         294,000         343,000
         Impairment of long-lived assets                                 314,000              --              --
         Loss on disposal of assets                                           --              --          69,000
         Write-off of capitalized software costs                              --              --       1,066,000
         Common stock, options, warrants and promissory note
            issued for services, consulting and settlements            9,522,000       4,105,000         354,000
         Common stock, warrants and promissory note issued for
             interest and other financing costs, non-cash portion     18,007,000       9,428,000         304,000
         Changes in assets and liabilities
             Accounts receivable, net                                     85,000           3,000              --
             Prepaid expenses and other                                  (75,000)       (553,000)        238,000
             Accounts payable and accrued liabilities                  3,575,000       1,186,000         998,000
             Deferred revenue                                            258,000        (171,000)        173,000
                                                                    --------------------------------------------
     Net cash used in operating activities                           (13,495,000)    (12,847,000)     (5,469,000)
                                                                    --------------------------------------------
Cash flows from investing activities:
     Net proceeds from sale of discontinued operations                   449,000              --              --
     Software development costs incurred                                      --              --        (633,000)
     Purchase of property and equipment                                 (905,000)       (331,000)        (96,000)
     Business acquisition costs, net of cash acquired                         --      (2,079,000)             --
                                                                    --------------------------------------------
     Net cash used in investing activities                              (456,000)     (2,410,000)       (729,000)
                                                                    --------------------------------------------
Cash flows from financing activities:
     Net proceeds from issuance of debt and notes payable              6,182,000       7,771,000       1,000,000
     Principal payments on debt and notes payable                     (2,981,000)       (262,000)       (355,000)
     Proceeds from issuance of preferred and
       common stock, net of offering costs                             5,527,000       6,560,000       6,097,000
     Proceeds from the exercise of options and warrants                3,872,000       1,625,000         817,000
                                                                    --------------------------------------------
     Net cash provided by financing activities                        12,600,000      15,694,000       7,559,000
                                                                    --------------------------------------------
Net increase/(decrease) in cash                                       (1,351,000)        437,000       1,361,000
Cash, beginning of period                                              1,806,000       1,369,000           8,000
                                                                    --------------------------------------------
Cash, end of period                                                 $    455,000    $  1,806,000    $  1,369,000
                                                                    ============================================

Supplemental information to statement of cash flows:
  Cash paid for interest                                            $      3,000    $    118,000    $     28,000
  Conversion of notes payable and accrued
        interest into common stock                                     5,175,000              --       1,000,000
  Common stock issued in connection with acquisitions                    454,000       2,685,000              --
  Dividends declared payable in common stock                                  --              --           2,000
</TABLE>

         See notes to consolidated financial statements for additional
                       supplemental cash flow information


                                      F-8
<PAGE>

                                RAMP CORPORATION
                        (formerly Medix Resources, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

      Ramp  Corporation  (formerly known as Medix  Resources,  Inc.), a Delaware
corporation,  through its wholly-owned HealthRamp subsidiary,  provides Internet
based communication,  data integration,  and transaction  processing designed to
provide  access  to  safer  and  better   healthcare.   Ramp's  products  enable
communication  of  high  value-added   healthcare  information  among  physician
offices,  hospitals,  health  management  organizations,  and  health  insurance
companies.  The  Company  was  originally  incorporated  in  Colorado in 1988 as
Nur-Staff  West,  Inc.  In 1988,  the  Company  changed  its name to  Med-Temps,
Incorporated,  in 1990, the Company  changed its name to  International  Nursing
Services, Inc. and in 1998 the Company changed its name to Medix Resources, Inc.
From 1988 until 2000, the Company  operated as a temporary  healthcare  staffing
company,  with  offices  at  various  times in  Colorado,  New  York,  Texas and
California.  The  Company  disposed of the  healthcare  staffing  operations  in
February 2000 and retained only the offices in Colorado which the Company closed
in 2003 and relocated its headquarters to New York City.

      In January  1998,  the Company  acquired  Cymedix  Corporation,  which was
merged into its  wholly-owned  healthcare  technology  subsidiary,  Cymedix Lynx
Corporation,   and  in  2000  began  focusing  solely  on  the  development  and
commercialization  of software and  connectivity  solutions for certain areas of
the healthcare  industry.  In March,  2003 the Company acquired the business and
assets of ePhysician,  Inc.,  whose technology has been integrated with those of
our  previously  developed  Cymedix  suite  of  technologies,  resulting  in the
CarePoint(TM)  Suite (the  "CarePoint  Suite")  that the  Company  is  currently
marketing to physicians and other healthcare professionals.

      In  November  2003,  the Company  acquired  the  businesses  and assets of
Frontline Physicians Exchange and Frontline Communications  ("Frontline"),  used
in or necessary for the conduct of its 24-hour telephone  answering services for
physicians and other medically-related businesses and virtual office services to
non-medical  businesses and  professionals.  In September 2004, the Company sold
all of the assets of the Frontline  division,  known as the OnRamp division,  to
the former  owners of Frontline.  The sale of OnRamp is part of  refocusing  the
Company's  financial  resources and  management  efforts on its core  HealthRamp
operations.

      In 2003,  the Company formed a wholly-owned  subsidiary,  LifeRamp  Family
Financial,  Inc.  ("LifeRamp"),  in Utah  that  has not yet  commenced  business
operations.  LifeRamp's  business purpose is the making of non-recourse loans to
terminally ill cancer patients secured by their life insurance policies. In July
2004, the Company  decided to  indefinitely  delay the  commencement of business
operations  of  LifeRamp   while   exploring   financing   and  other   possible
alternatives. Subsequently in October 2004, the Company ceased all operations at
LifeRamp and is actively pursuing  alternatives for its LifeRamp investment.  In
January 2005, the Company began exploring  options for capitalizing the LifeRamp
business  separately  from the  Company  or  spinning  off all or a  portion  of
LifeRamp.  In February 2005, LifeRamp received $300,000 in bridge financing from
investors in contemplation of such a transaction (see Note 13 - Subsequent


                                      F-9
<PAGE>

Events).  The LifeRamp  business is using the proceeds from the bridge financing
to fund operations while it pursues the strategic recapitalization. There can be
no assurance  that the Company will complete a transaction  that will recoup its
investment or any portion thereof.

      The accompanying consolidated financial statements have been prepared on a
going concern basis that  contemplates the realization of assets and liquidation
of  liabilities  in the ordinary  course of  business.  The Company has incurred
significant  operating  losses for the past several years, the majority of which
are  related  to  the  development  of  the  Company's  healthcare  connectivity
technology and related marketing  efforts.  These losses have produced operating
cash flow  deficiencies,  negative  working  capital and a significant  retained
deficit,, which raise substantial doubt about its ability to continue as a going
concern. The Company's future operations are dependent upon management's ability
to source additional equity capital.

      The Company  expects to continue  to  experience  losses in the near term,
until  such  time  that  its  technologies  can be  successfully  deployed  with
physicians to produce  revenues.  The continuing  deployment,  marketing and the
development of the merged  technologies  will depend on the Company's ability to
obtain  additional  financing.  The Company has not  generated  any  significant
revenue  to  date  from  this  technology.  The  Company  is  currently  funding
operations  through  the sale of debt and equity  instruments,  and there are no
assurances that additional investments or financings will be available as needed
to support the development and deployment of the merged  technologies.  The need
for the Company to obtain  additional  financing  is acute and failure to obtain
adequate financing could result in lost business opportunities,  the sale of the
Company  at a  distressed  price or may  lead to the  financial  failure  of the
Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

      The accompanying consolidated financial statements include the accounts of
Ramp Corporation and its subsidiaries.  All material  intercompany  accounts and
transactions have been eliminated.

      On December 1, 2004, the Company  completed a 1-for-60 reverse stock split
of its  outstanding  common  stock.  All  information  related to common  stock,
options and warrants to purchase common stock and per share amounts  included in
the accompanying  consolidated  financial  statements have been adjusted to give
effect to the reverse stock split.

Use of Estimates

      The  preparation of consolidated  financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities,  the  disclosure  of  contingent  assets and
liabilities at the date of such financial statements and the reported amounts of
revenue and expenses during the periods  indicated.  Actual results could differ
from those estimates.

Concentrations of Credit Risk

      The Company's credit concentrations are limited due to the wide variety of
customers in the health care  industry and the  geographic  areas into which the
Company's systems and services are sold.


                                      F-10
<PAGE>

      At certain  times  during the year,  the Company  maintains  cash and cash
equivalents in bank accounts in amounts above the federally insured limits.

Fair Value of Financial Instruments

      Due  to  their  short   maturities,   the  carrying   value  of  financial
instruments,  including  cash  and cash  equivalents,  accounts  receivable  and
accounts payable approximate their fair values as of December 31, 2004 and 2003.

      The carrying amounts of debt instruments  approximate  their fair value as
of  December  31,  2004 and 2003  because  interest  rates on these  instruments
approximate market interest rates and their maturities are short in duration.

Revenue Recognition

      We account for our revenue  under the  provisions of Statement of Position
97-2,  "Software Revenue  Recognition," as amended by Statement of Position 98-9
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions".  We derive our  revenues  from  three  primary  sources:  license
revenues,  comprised of fees  associated  with the  licensing of our software to
physicians and long term care facilities; service revenues, from maintenance and
consulting  and training  services;  and revenues  from sales to  pharmaceutical
companies and other partners.  Revenue is recognized when persuasive evidence of
an arrangement exists, all obligations have been performed pursuant to the terms
of such an  arrangement,  the  product has been  delivered,  the fee is fixed or
determinable  and the  collection  of the  resulting  receivable  is  reasonably
assured.  If any of these  criteria  are not met, we defer  revenue  recognition
until such time as all criteria are met.  Revenue is generally  recognized  over
the term of the  contract.  Payments  received  in  advance  are  recognized  as
deferred revenue.

      In October  2004,  the  Company  purchased  the  business  assets of Berdy
Medical Systems,  Inc., a company that develops,  markets and licenses  computer
software and hardware for use in physician practices.  Software license revenues
and system (third party computer  hardware)  sales are recognized upon execution
of the sales  contract  and  delivery of the software  and/or  hardware.  In all
cases, however, the fee must be fixed or determinable, collection of any related
receivable  must  be  considered  probable,  and  no  significant  post-contract
obligations of the Company shall be remaining.  Otherwise,  the sale is deferred
until all of the  requirements  for  revenue  recognition  have been  satisfied.
Maintenance fees for routine client support and unspecified  product updates are
recognized  ratably  over the  term of the  maintenance  arrangement.  Training,
implementation  and EDI  services  revenues are  recognized  as the services are
performed.

Segment Information

      The Company follows  Statement of Financial  Accounting  Standard ("SFAS")
No. 131,  "Disclosures About Segments of an Enterprise and Related Information",
which establishes  standards for reporting and displaying certain information of
operating  segments.  As a result of the Company's  sale of all of the assets of
Frontline  on September  30, 2004,  the Company  discontinued  its  professional
services  segment and manages and  evaluates its  operations  in one  reportable
segment:  Technology.  The results of  operations of the  professional  services
segment have been classified as  discontinued  operations and prior periods have
been restated.


                                      F-11
<PAGE>

Income Taxes

      The Company  recognizes  deferred tax  liabilities and assets based on the
differences  between the tax bases of assets and  liabilities and their reported
amounts in the  financial  statements  that will result in taxable or deductible
amounts in future years. The Company's  temporary  differences  result primarily
from depreciation and amortization, and net operating loss carryforwards.

Purchase Accounting Valuations

      As required under generally accepted accounting  principles,  when we make
acquisitions  such as the assets and  businesses  of Frontline in 2003 and Berdy
Medical  Systems in 2004 we make  estimates  of the fair value of  tangible  and
intangible  assets acquired and liabilities  assumed.  The determination of fair
value  requires  significant  judgments and  estimates  that affect the carrying
value of our assets and  liabilities.  Periodically,  we evaluate our estimates,
including  those related to the carrying  value of tangible  assets,  long-lived
assets,  capitalized  costs and  accruals.  We base our  estimates on historical
experience  and on various  other  assumptions  that we believe are  reasonable.
Actual results may differ from these estimates  under  different  assumptions or
conditions and as circumstances change.

Property and Equipment

      Property  and  equipment  is  stated  at cost.  Depreciation  is  provided
utilizing the  straight-line  method over the  estimated  useful lives for owned
assets, ranging from 3 to 7 years.

Software and Technology Costs

      The Company incurred $6,381,000, $2,756,000 and $2,366,000 of costs during
2004, 2003 and 2002,  respectively,  associated  with its software  research and
development  efforts,  which  it  expensed  in the  accompanying  statements  of
operations.  Such costs primarily include payroll,  employee benefits, and other
headcount-related  costs  associated  with  product  development.  Technological
feasibility  for the Company's  software  products is reached shortly before the
products  are  released   commercially.   Costs  incurred  after   technological
feasibility  is  established  are not  material,  and,  accordingly  the Company
expenses all software and technology costs when incurred.

      During 2003,  the Company had  provided  advances  totaling  approximately
$462,000 to a company  that has  technology  that the  Company  was  potentially
interested  in  acquiring  (either in whole or in part) and to a second  company
that was to complete the development of this technology, the advances being on a
"work-for-hire"  basis with ownership of the work  belonging to the Company.  It
was  ultimately  determined  that the  technology  did not meet the  agreed-upon
performance criteria and in the third quarter of 2003, the Company wrote off the
entire amount  advanced,  which is reflected in software and technology costs in
the accompanying statement of operations.

Interest Expense and Other Financing Costs

      In addition to interest expense, the Company records financing and certain
offering costs  associated with its capital raising efforts in its statements of
operations.  These  include  amortization  of debt  issue  costs  such as  cash,
warrants and other securities issued to finders and other service providers, and
amortization  of debt discount  created by in-the-money  conversion  features on
convertible  debt  accounted for in accordance  with Emerging  Issues Task Force
("EITF") Issue 98-5,  "Accounting  for  Convertible  Securities  with Beneficial
Conversion  Features or Contingently  Adjustable  Conversion  Ratios," and Issue
00-27,  "Application of Issue 98-5 to Certain Convertible Instruments," by other
securities issued in connection with debt as a result of allocating the proceeds
amongst the securities in accordance  with Accounting  Principles  Board ("APB")
Opinion  No. 14,  "Accounting  for  Convertible  Debt and Debt Issued with Stock
Purchase  Warrants",  based on their  relative  fair  values,  and by any  value
associated  with  inducements  to convert debt in  accordance  with SFAS No. 84,
"Induced Conversions of Convertible Debt".


                                      F-12
<PAGE>

Long Lived Assets

      The Company  reviews its  long-lived  assets,  including  its property and
equipment and its intangible assets other than goodwill, for impairment whenever
events or changes in  circumstances  indicate  that the  carrying  amount of the
asset may not be recovered in accordance with SFAS No. 144,  "Accounting for the
Impairment or Disposal of Long-lived Assets". The Company looks primarily to the
undiscounted  future cash flows in its  assessment of whether or not  long-lived
assets have been impaired.  In 2004, the Company  abandoned its Florida  office,
ceased all operations of LifeRamp and commenced  vacating its office  facilities
in Texas and Utah. In connection with these  abandonments,  the Company recorded
an asset impairment  charge of approximately  $314,000  relating to fixed assets
and leasehold improvements. In January 2005, the Company began exploring options
for capitalizing the LifeRamp  business  separately from the Company or spinning
off all or a portion of LifeRamp - see Note 13, Subsequent  Events.  During 2003
and 2002, the Company determined that no impairment charges were necessary.

Goodwill

      Under SFAS No. 142, the Company  reviews its goodwill  for  impairment  at
least annually,  or more frequently  whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recovered. The Company
first looks to the market  capitalization  of the Company in its  assessment  of
whether  or  not  total  goodwill  has  been   impaired.   Although  the  market
capitalization  of the Company as a whole during 2004 exceeded the aggregate net
worth of the Company,  the analysis required under generally accepted accounting
principles  is to be done by  reporting  unit.  In  connection  with the sale of
OnRamp,  goodwill of $3,357,000  was removed from the balance sheet in the third
quarter  of 2004  (see Note 4 -  Discontinued  Operations).  Absent  the sale of
OnRamp, the Company would likely have written down goodwill and other intangible
assets  associated with its OnRamp  operations in response to changing  business
conditions during the third quarter. Notwithstanding this, during 2004 and 2003,
the Company  determined  that no impairment of its goodwill was required.  Total
goodwill,  at December 31, 2004,  includes $1,605,000 related to the unamortized
balance of  goodwill  acquired  through  the Cymedix  acquisition  in 1998,  and
$187,000 of goodwill  related to the  acquisition of the assets of Berdy Medical
Systems in October 2004 (see Note 3 - Acquisitions).

Advertising Costs

      The Company expenses  advertising costs as incurred.  Advertising expenses
were  $845,000,  $1,344,000  and $23,000 for the years ended  December 31, 2004,
2003, and 2002,  respectively.  Approximately $601,000 and $872,000 was incurred
during  2004  and  2003,   respectively  in  conjunction   with  our  television
advertisement campaign.


                                      F-13
<PAGE>

Basic Loss Per Share

      The Company applies the provisions of SFAS No. 128,  "Earnings Per Share".
All dilutive potential common shares have an antidilutive  effect on diluted per
share  amounts and  therefore  have been  excluded in  determining  net loss per
share.  Accordingly,  the  Company's  basic  and  diluted  loss  per  share  are
equivalent and, accordingly, only basic loss per share has been presented.

Stock Based Compensation

      The Company accounts for employee stock-based compensation awards based on
their  intrinsic  value in accordance  with APB Opinion No. 25,  "Accounting for
Stock Issued to Employees" and related interpretations Under the intrinsic value
method,  no  compensation   expense  is  recognized  for  employee   stock-based
compensation  awards for which the exercise price and number of shares are known
at the grant date,  the exercise  price is equal to the fair market value at the
grant  date,  and vesting  will occur  solely  based on the passage of time.  In
addition,  restricted  stock  awards  have  been  granted  without  cost  to the
recipients  and are being  expensed  on a  straight-line  basis over the vesting
periods.

      The Company  accounts for  non-employee  stock based  compensation  awards
based on their fair value in accordance with SFAS No. 123, "Accounting For Stock
Based  Compensation"  as amended by SFAS No. 148,  "Accounting  for  Stock-Based
Compensation Transition and Disclosure - an Amendment SFAS No. 123".

      The Company has adopted the disclosure-only  provisions of SFAS No.123 and
continues to apply the  accounting  principles  prescribed  by APB No. 25 to its
employee stock-based  compensation awards. The weighted-average  estimated grant
date fair value, as defined by SFAS No.123, of options granted in 2004 and 2003,
was $0.23 and $0.31,  respectively  and was  immaterial  in 2002,  as calculated
using the  Black-Scholes  option valuation model. Had compensation  cost for the
Company's  options  issued to its employees  been  determined  based on the fair
value at the grant date for awards  consistent  with the  provisions of SFAS No.
123,  the  Company's  net loss and net loss per  common  share  would  have been
changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                                     -------------------------------------------------------
                                                           2004               2003                2002
                                                     -------------------------------------------------------
<S>                                                      <C>               <C>                <C>
Net loss applicable to common
   stockholders - as reported                            $ (50,765,000)    $ (31,321,000)     $  (9,014,000)
Add: stock based employee compensation
   cost included in net loss                                 1,351,000         2,328,000                  -
Less: stock based employee compensation
   cost as if the fair value method had been
   applied to all awards                                    (2,895,000)       (3,867,000)        (2,184,000)
Net loss applicable to common stockholders
                                                     -------------------------------------------------------
   - pro forma                                           $ (52,309,000)    $ (32,860,000)     $ (11,198,000)
                                                     -------------------------------------------------------
Basic and diluted per common share
                                                     -------------------------------------------------------
   - as reported                                         $      (14.73)    $      (20.84)     $       (8.53)
                                                     -------------------------------------------------------
Basic and diluted per common share
                                                     -------------------------------------------------------
   - pro forma                                           $      (15.18)    $      (21.87)     $      (10.59)
                                                     -------------------------------------------------------
</TABLE>


                                      F-14
<PAGE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions used:

                                            Year ended December 31,
                              --------------------------------------------------
                                   2004                2003              2002
                              --------------------------------------------------
Approximate risk free rate         3.69%              5.50%              5.50%
Average expected life             5 years            5 years            5 years
Dividend yield                      0%                  0%                 0%
Volatility range                106% - 124%      90.65% - 114.85%         95%

      The  Black-Scholes  option  valuation  model was not  developed for use in
valuing  employee  stock options.  Instead,  this model was developed for use in
estimating the fair value of traded options,  which have no vesting restrictions
and are fully transferable,  which differ significantly from the Company's stock
option awards. In addition,  option valuation models require the input of highly
subjective assumptions including the expected stock price volatility.

Reclassifications

      Certain  amounts in prior years'  consolidated  financial  statements have
been reclassified to conform to the current year presentation.

Recently Issued Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board issued SFAS No.
123 (revised 2004),  "Share-Based  Payment" (SFAS 123R), which replaces SFAS 123
and supersedes APB Opinion No. 25. SFAS 123R requires all  share-based  payments
to employees,  including  grants of employee stock options,  to be recognized in
the financial  statements based on their fair values.  The pro forma disclosures
previously  permitted  under  SFAS  123 no  longer  will  be an  alternative  to
financial  statement  recognition.  For the Company,  SFAS 123R is effective for
periods  beginning  after  June 15,  2005.  Early  application  of SFAS  123R is
encouraged, but not required.

      Public  companies are required to adopt the new standard  using a modified
prospective  method and may elect to restate  prior  periods  using the modified
retrospective  method.  Under the modified  prospective  method,  companies  are
required  to  record  compensation  cost for new and  modified  awards  over the
related vesting period of such awards prospectively and record compensation cost
prospectively for the unvested portion,  at the date of adoption,  of previously
issued and outstanding  awards over the remaining vesting period of such awards.
No change to prior periods presented is permitted under the modified prospective
method. Under the modified  retrospective method,  companies record compensation
costs for prior periods  retroactively  through restatement of such periods. The
Company has not yet determined the method of adoption it will use.

      In December 2004,  the FASB issued SFAS No. 153,  which amends  Accounting
Principles  Board Opinion No. 29,  "Accounting for Nonmonetary  Transactions" to
eliminate the exception for nonmonetary  exchanges of similar  productive assets
and replaces it with a general  exception  for exchanges of  nonmonetary  assets
that do not have  commercial  substance.  SFAS 153 is effective for  nonmonetary
assets exchanges  occurring in fiscal periods beginning after June 15, 2005. The
Company is currently evaluating the impact of SFAS 153.

NOTE 3 - ACQUISITIONS

      On October 22, 2004,  the Company  purchased  from Berdy Medical  Systems,
Inc. ("Berdy"), all of the tangible and intangible assets of Berdy. The purchase
price consisted of an aggregate  amount of $400,000 payable through the issuance
of  restricted  shares  of the  Company's  common  stock,  par value  $.001.  In
addition, Berdy shall receive five (5%) percent of maintenance fees collected in
connection  with the  SmartClinic  electronic  medical  records system  business
purchased  by the  Company  over a  two-year  period  pursuant  to the terms and
conditions  of an escrow  agreement.  In  connection  with the closing,  each of
Berdy's principal executive officers, Jack Berdy, MD and Mr. Rick Holtmeier have
entered into employment  agreements with the Company's  wholly-owned  subsidiary
HealthRamp,  Inc.,  on terms and  conditions  agreed upon by both  parties.  The
allocation  of the purchase  price of the Berdy  assets to the assets  purchased
based on their  estimated  fair market values at the date of  acquisition  is as
follows:


                                      F-15
<PAGE>

          Tangible assets                                     $ 12,500
          Technology                                           225,000
          Customer - related intangibles                        79,800
          Customer - related liabilities                       (49,900)
          Goodwill                                             186,600
                                                              --------
          Total                                               $454,000
                                                              ========

      The pro  forma  impact  of the  acquisition  of the  assets  of  Berdy  is
insignificant to the financial statements of the Company.

      On March 4, 2003,  the Company  purchased  from Comdisco  Ventures,  Inc.,
substantially  all of the  assets  formerly  used  by  ePhysician,  Inc.  in its
software and technology business.  Prior to its cessation of operations in 2002,
ePhysician  developed  and  provided  ePhysician  Practice,  a suite of software
products that enable physicians to prescribe medications,  access drug reference
data,  schedule patients,  view formulary  information,  review critical patient
information  and  capture  charges  at the point of care  using a Palm  OS-based
handheld  device and the Internet.  The aggregate  purchase  price was $348,000,
including  $300,000 of cash and 100,000  shares of the  Company's  common  stock
valued at $48,000.  The acquisition was accounted for as a purchase  transaction
and, accordingly, the purchase price was allocated to the assets and liabilities
based on their estimated fair values. The Company's purchase price allocation to
the assets  purchased based on their estimated fair market values at the date of
acquisition as follows:

          Technology                                          $150,000
          Customer lists                                        50,000
          Trademarks                                            50,000
          Fixed assets                                          98,000
                                                              --------
          Total                                               $348,000
                                                              ========

      The above assets are being  amortized over their  estimated  useful lives,
which range between one and two years.

      Costs  associated  with  terminated  acquisitions  amount to $142,000  and
$309,000  during 2003 and 2002,  respectively,  and relate to the  write-off  of
certain  expenses  associated with the  PocketScripts  acquisition.  The Company
entered into an agreement to acquire  PocketScripts,  LLC in December  2002; the
agreement was terminated in March 2003.


                                      F-16
<PAGE>

NOTE 4 - DISCONTINUED OPERATIONS

      On November 10, 2003, in connection with an Asset Purchase  Agreement (the
"2003 Asset Purchase Agreement") entered into between the Company and The Duncan
Group, Inc., ("DGI"), the Company completed the purchase of substantially all of
the tangible and intangible  assets,  and assumed certain  liabilities,  of DGI,
d/b/a Frontline.  Frontline provides telephone  answering services to physicians
and other  medically-related  businesses  and answering and other virtual office
services to non-medical  businesses and  professionals.  In connection  with the
2003 Asset Purchase Agreement,  the Company agreed to pay (a) $1,567,000 in cash
at the closing,  (b) $500,000 to be paid in common stock,  (c)  $1,500,000 to be
paid in common stock which is forfeitable  if Frontline's  gross revenue did not
total at least $1 million for the calendar year ended 2003, (d) additional  cash
payments equal to 15% of Frontline's  gross revenue during 2003 and 2004, (e) up
to an  additional  $1,500,000  to be paid in common stock based on the number of
physician  offices  that are  active  customers  of DGI who adopt the  Company's
technology and generate certain  revenues to the Company,  and (f) an additional
$1 million of common stock if the average  annual  revenue of Frontline  for the
calendar years ending 2003 and 2004 equals or exceeds $1,500,000.  In connection
with (b) and (c)  above,  the  Company  agreed to issue to DGI at  closing  such
number of shares of the  Company's  common stock equal to the  specified  dollar
amounts above,  which number of shares were based upon the average closing price
of our common stock for the twenty (20) days  immediately  preceding the closing
date.  Utilizing this formula,  the Company issued an aggregate of 61,050 shares
of common stock to DGI at closing, which the Company valued at $43.20 per share,
the closing  stock price on November 10,  2003,  in  accordance  with EITF Issue
99-12,  "Determination  of the Measurement Date for the Market Price of Acquirer
Securities  Issued in a Purchase  Business  Combination." In connection with the
expected cash payment equal to 15% of Frontline's  gross  revenues  during 2003,
$221,000 was included as additional  purchase price and was included in accounts
payable-related  parties in 2003. The Company was to record additional  purchase
price when and if the remaining conditions of (d), (e), and (f) were satisfied.

      The  acquisition  was  accounted  for  as  a  purchase   transaction  and,
accordingly,  the purchase price was allocated to the assets and  liabilities of
Frontline  based on their  estimated  fair values as prepared by an  independent
valuation specialist. Included in the valuation analysis are the values assigned
to  purchased  fixed  assets,  trade  name and  related  trade  marks,  customer
relationships,  non-compete  agreements and software and other  technology.  The
estimated  fair  values  included  in the  accompanying  consolidated  financial
statements as of December 31, 2003 were as follows:

          Current assets                                    $   161,000
          Property and equipment                                194,000
          Amortizable identifiable intangible assets          1,268,000
          Goodwill                                            3,248,000
          Liabilities                                          (183,000)
                                                            -----------
          Total                                             $ 4,688,000
                                                            ===========

      On  September  30,  2004,  the Company  closed a  transaction  pursuant to
another Asset Purchase Agreement (the "2004 Asset Purchase Agreement"), dated as
of  September  29,  2004,  by and between the  Company,  DGI, M. David Duncan (a
former  employee of the  Company) and Nancy L. Duncan (a former  Executive  Vice
President of the Company), to sell the assets of the Company previously acquired
from  DGI on  November  10,  2003  (including  intellectual  property,  tangible
personal  property,  accounts  receivable,  and  other  assets,  net of  certain
liabilities)  related to the business of Frontline.  In accordance with the 2004
Asset  Purchase  Agreement,  the Company agreed to sell all of the assets of the
Company's Frontline division, now known as the OnRamp division, in consideration
of (i) the  Company's  receipt  of  $500,000  in  cash  paid  at  closing;  (ii)
termination of the employment agreement between the Company and each of M. David
Duncan  and Nancy L.  Duncan;  (iii)  release  and  discharge  of the  Company's
obligations to DGI under the 2003 Asset Purchase  Agreement,  to issue Incentive
Shares (as defined in the 2003 Asset Purchase Agreement) to Duncan; (iv) release
and discharge of the Company's  obligations to DGI under the 2003 Asset Purchase
Agreement to pay DGI a royalty  equal to 15% of the gross  revenue of the OnRamp
business  during 2003 and 2004 (of which  $326,000  was accrued and unpaid as of
September 30, 2004); and (v) release and discharge of the Company's  obligations
under  the  2003  Asset  Purchase  Agreement  to pay  DGI any  shortfall  amount
following the sale of certain shares of the Company's common stock by Duncan.


                                      F-17
<PAGE>

      The sale of  OnRamp  resulted  in a loss of  approximately  $3.9  million.
Goodwill of $3,357,000 which includes $109,000 recorded in 2004 was removed from
the balance  sheet in the sale of OnRamp.  Absent the sale of OnRamp  during the
third  quarter of 2004,  the Company would likely have written down goodwill and
other  intangible  assets  associated with its OnRamp  operations in response to
changing business conditions during the third quarter.

Revenues  and loss  from the  discontinued  OnRamp  segment  operations  were as
follows:

                                                                 Period From
                                                               November 10, 2003
                                      Nine Months Ended             through
                                     September 30, 2004        December 31, 2003
                                  ----------------------------------------------
Revenues                                 $ 1,081,000               $ 242,000
Loss from discontinued operations           (174,000)               (110,000)

NOTE 5 - BALANCE SHEET DISCLOSURES

      Valuation and qualifying accounts:

      In connection  with the acquisition of the assets of Berdy Medical Systems
      in October 2004 the Company  established  a bad debt reserve in the amount
      of $17,000. There was no bad reserve in 2003 or 2002.

      Prepaid expenses and other current assets consist of the following:

                                                            December 31,
                                                     ---------------------------
                                                       2004               2003
                                                     ---------------------------
Prepaid insurance                                    $216,000           $218,000
Sales commissions                                     218,000                 --
Other current assets                                  106,000            103,000
                                                     ---------------------------
                                                     $540,000           $321,000
                                                     ===========================

      Property and equipment consist of the following:

                                                             December 31,
                                                     --------------------------
                                                         2004           2003
                                                     --------------------------
Furniture and fixtures                               $   298,000    $   451,000
Computer hardware and purchased software               1,148,000        805,000
Leasehold improvements                                        --         49,000
                                                     --------------------------
                                                       1,446,000      1,305,000
Less: accumulated depreciation and amortization         (650,000)      (574,000)
                                                     --------------------------
                                                     $   796,000    $   731,000
                                                     ==========================


                                      F-18
<PAGE>

Depreciation  expense was $305,000,  $157,000,  and $127,000 for the years ended
December 31, 2004, 2003 and 2002, respectively.

      At December 31, 2004, the Company's  intangible  assets,  net consisted of
the following:

                                                    Accumulated   Average useful
                                          Cost      Amortization      Lives
Trade name and related marks           $  50,000     $  46,000       2 years
Customer-related intangibles             130,000        53,000       2 years
Software and other technology            375,000       156,000       2 years
                                -------------------------------
Totals                                 $ 555,000     $ 255,000
                                ===============================

Amortization  expense  during  2004  and  2003  totaled  $151,000  and  136,000,
respectively, and amortization expense is projected to be approximately $173,000
in 2005 and $127,000 in 2006.

      Accrued expenses consist of the following:

                                                            December 31,
                                                     ---------------------------
                                                        2004             2003
                                                     ---------------------------
Accrued payroll and benefits                         $1,046,000       $  854,000
Accrued lease abandonment costs                         317,000           57,000
Accrued professional fees                             1,154,000          764,000
Accrued severance                                       772,000          382,000
Accrued settlements                                     700,000               --
Accrued interest                                         22,000            8,000
Accrued marketing fees                                  327,000               --
Other accrued expenses                                  551,000               --
                                                     ---------------------------
                                                     $4,889,000       $2,065,000
                                                     ===========================


                                      F-19
<PAGE>

NOTE 6 - DEBT

Debt consists of:

<TABLE>
<CAPTION>
                                                             ----------------------------------
                                                                         2004           2003
                                                                      ---------       ---------
<S>                                                          <C>      <C>             <C>
Convertible notes, investors, interest accrues at 6%                  $ 452,000               -
Convertible note - investor, interest accrues at
   10%, payable through December 15, 2004                    (1)         25,000               -
Convertible note - investor, interest accrues at
   10%, payable through January 25, 2005                                 50,000               -
Promissory note, interest accrues at the prime rate,
   payable the earlier of August 20, 2005 or upon
   completion of a financing with gross proceeds of at
   least $5,000,000                                                     150,000
Notes payable -finance company, interest accrues
   at 6.5%, monthly payments of principal and interest
   of $3,000 are payable through June 2005                               17,000       $ 116,000
Revolving line of credit                                     (2)                         33,000
Convertible note - investor, interest accrues at
   7%, payable through November 2008                                    200,000         200,000
Convertible note - investor, interest accrues at
   7%, payable through January 2005                          (3)                        150,000
Equipment line of credit                                     (2)                         31,000
Promissory note payable -finance company, interest
   accrues at 7.5%, monthly payments of principal
   and interest of $2,000 are payable through July 2007      (2)                         84,000
Promissory note payable -finance company, interest
   accrues at 8.6%, monthly payments of principal
   and interest of $2,000 are payable through August 2006    (2)                         48,000
Notes payable -finance company, interest accrues
   at 9.9%, payable through December 2005                    (2)                          8,000
                                                                      ---------       ---------
Total Debt                                                              894,000         670,000
Debt discount                                                          (360,000)       (169,000)
Current portion                                                        (469,000)       (232,000)
                                                                      ---------       ---------
Long - term debt                                                      $  65,000       $ 269,000
                                                                      =========       =========
</TABLE>

(1) The investor has agreed to convert the note into shares of common stock upon
the effectiveness of the filing of a registration statement on Form S-3 in 2005.
(2) These debt  obligations  were those of the Company's  OnRamp  division which
were assumed by the purchaser of OnRamp's net assets on September 30, 2004. (See
Note 4 - Discontinued Operations)
(3) Converted  into 13,889  shares of the Company's  common stock on January 22,
2004.

Convertible Debentures and Promissory Notes: 2004

      In May and June 2004 the Company  issued an  aggregate  of  $1,650,000  of
promissory  notes which bear  interest at the prime rate plus 2%. The notes plus
accrued  interest were repaid on July 14, 2004 from the proceeds of the issuance
of $4,200,000 of convertible  promissory  notes (see below).  In connection with
investment  advisory services,  two individuals  received an aggregate of 16,667
shares of the Company's unregistered common stock and 16,667 unregistered common
stock purchase warrants at an exercise price of $10.80.  The fair value of these
issuances of $478,000 was recorded as debt issuance costs.


                                      F-20
<PAGE>

      On July 14, 2004,  the Company  entered  into a Note and Warrant  Purchase
Agreement (the "Note Purchase  Agreement") with two accredited  investors ("July
2004 Investors").  Under the terms of the Note Purchase  Agreement,  the Company
issued a  convertible  promissory  note due January  14,  2005 in the  aggregate
principal  amount  of  $2,100,000  to each  investor.  In  connection  with  the
agreements,  the note holders  were issued a security  interest in and to all of
the assets of the Company,  including the Company's intellectual property.  Each
promissory  note is  convertible  into  shares  of  common  stock at an  initial
conversion  price of $18.00 per share,  or 116,667  shares of common  stock.  In
addition,  the Company issued to each investor warrants exercisable into 312,255
shares of common stock at exercise prices ranging from $6.60 per share to $24.00
per share.  The warrants  have a term of one year.  The issuance of the warrants
along with the convertible notes resulted in a debt discount of $1,580,000 which
is being  amortized over the six-month term of the notes. In connection with the
notes,  the Company  made a cash payment of $320,000 to a placement  agent,  and
agreed to issue to the placement agent warrants  exercisable  into 23,333 shares
of common  stock at exercise  prices  ranging from $6.60 per share to $24.00 per
share for a one year term, which were valued at approximately $94,000.. The cash
paid and  value of the  warrants  issued  to the  placement  agent  which  total
$415,000 were recorded as deferred financing costs, and are being amortized over
the  maturity  of the  related  notes or upon  the  notes'  conversion,  if such
conversion occurs earlier.

      On July 14, 2004, the Company entered into a Letter Agreement (the "Letter
Agreement")  with an investor (the "March 2004 Investor") in connection with the
anti-dilution  provisions  contained  in that  certain  Common Stock and Warrant
Purchase  Agreement,  dated March 4, 2004,  between the investor and the Company
(see Note 7 - 2004 Private Placements).  Under the terms of the Letter Agreement
and in consideration for the waiver by the investor of its anti-dilution rights,
the Company issued to the investor an additional 402,174 shares of common stock,
a convertible  promissory note in the aggregate  principal  amount of $1,920,000
convertible  into shares of the Company's  common stock at a conversion price of
$18.00 per share,  or 106,666 shares of common stock,  and warrants  exercisable
into 285,490  shares of common stock at exercise  prices  ranging from $6.60 per
share to $24.00 per share.  The warrants  have a term of one year. In connection
with the above  issuance  of the  common  stock and  warrants  under the  Letter
Agreement,  two placement  agents  received an aggregate of 28,673 shares of the
Company's common stock, valued at approximately $292,000.

      The issuance of the  additional  shares of common stock,  the  convertible
promissory note and the warrants to the investor resulted in non-cash  financing
costs of approximately  $7.3 million which were recorded in the third quarter of
2004. In addition,  on the condition that the warrants issued in March 2004 with
respect to all of the 36,232 shares of common stock  underlying such warrant was
exercised and the aggregate exercise price of $2,174 was received by the Company
within three days from the date thereof,  the exercise price with respect to all
of the shares of common stock  underlying  the original  warrant issued in March
2004 then being  exercised  was reduced from $48.00 per share to $0.06 cents per
share. This repricing resulted in a disproportionate deemed dividend of $118,000
which was recorded in the third quarter of 2004.

      On October 29, 2004, the Company issued a secured  convertible  promissory
note in the principal  amount of $50,000  bearing  interest at the rate of 10.0%
per annum, due January 25, 2005,  convertible at the option of the holder,  into
shares of the Company's  common stock at a conversion  price of $1.20 per share.
Interest is payable in cash. Additionally,  the Company issued to the investor a
warrant to purchase  41,667 shares of the Company's  common stock at an exercise
price  of  $1.80  per  share.  The  issuance  of the  warrants  along  with  the
convertible note resulted in a debt discount of $35,955 which is being amortized
over the term of the  note.  The  warrant  is  exercisable  at any time  through
October 29, 2009.


                                      F-21
<PAGE>

      In October 2004, the Company entered into letter agreements with its March
2004 and July 2004  Investors,  with  respect to the  reduction  of the exercise
price of  outstanding  warrants to purchase an  aggregate  of 910,000  shares of
common stock,  from prices ranging from $6.60 to $24.00,  to $1.95 per share. In
connection  with the  exercise of warrants to purchase an  aggregate  of 631,552
shares of common  stock,  the  noteholders  agreed to a reduction  of  principal
amount of outstanding  notes in the aggregate amount of $981,509 and to pay cash
proceeds to the Company in the aggregate amount of $250,000. In November,  2004,
the Company  agreed with the same investors with respect to the reduction of the
exercise price of the remaining outstanding warrants to purchase an aggregate of
278,448  shares of common stock,  from a price of $1.95 per share to $0.90 cents
per share.  In  connection  with the exercise of warrants to purchase all of the
shares of common  stock,  the note  holders  agreed to a reduction  of principal
amount of outstanding  notes in the aggregate amount of $250,603.  The reduction
of the  exercise  prices of the  warrants  in  October  and  November  2004 were
recorded as additional interest expense in the aggregate amount of $502,676.

      In November,  2004,  the Company also agreed with the same three  existing
convertible  note holders with respect to the reduction of the conversion  price
of outstanding  convertible  notes to purchase an aggregate of 340,000 shares of
common stock,  from $18.00 per share, to $0.90 per share. In connection with the
conversion of notes to purchase shares of common stock,  the note holders agreed
to a reduction of principal amount of outstanding  notes in the aggregate amount
of $306,000.  Effective December 2, 2004 each of the secured note holders agreed
to exchange all of their convertible  secured promissory notes, in the aggregate
remaining  principal  amount  of  $4,731,870,  plus  interest  in the  amount of
$137,162, due January 14, 2005, into an aggregate number of restricted shares of
the Company's common stock, par value $.001 per share,  having a market value of
$1.14 per share,  plus the  issuance  of  three-year  warrants  to  purchase  an
aggregate of 1,000,000  shares of common stock at an exercise price of $1.14 per
share.  The  reduction of the  conversion  price in November  and December  2004
resulted in a debt conversion expense totaling $6.7 million.  In connection with
the agreements,  the note holders agreed to terminate their security interest in
and to all of the assets of the Company,  including the  Company's  intellectual
property.  The  exchange  of debt into  equity  eliminates  certain  restrictive
covenants relating to the Company's ability to enter into subsequent  financings
and anti-dilution  provisions,  which were contained in the note agreements with
the  original  note  holders.  The Company is  obligated to list for trading and
register  for resale the shares of common  stock and the shares of common  stock
underlying  the  warrants  issuable to the  investors  on its next  registration
statement filed with the Securities and Exchange  Commission,  or within 60 days
following the date of the  agreements  upon a written demand by the note holders
requesting the filing of such registration statement.

      On December 2, 2004, the Company issued to certain  investors  convertible
promissory notes in the aggregate  principal amount of $400,000 bearing interest
at the rate of six percent  (6.0%) per annum,  due March 1, 2005.  In connection
with the note financing, the Company issued a convertible promissory note in the
principal  amount of $52,000 to an entity as an  advisory  fee on the same terms
and  conditions as the  investors.  One hundred and twenty percent (120%) of the
outstanding principal amount of the notes plus accrued interest thereon shall be
automatically  convertible  into other  securities  of the Company  which may be
issued by the Company in any subsequent  transaction  with gross proceeds to the
Company of a minimum of $1,000,000.  (See Note 13 - Subsequent Events). Interest
on  the  notes  is  payable  in  cash  or  securities  issued  in  a  subsequent
transaction.  The Company also agreed to issue to the  investors an aggregate of
480,000  shares of the Company's  common stock and the advisor  received  48,000
shares of the Company's common stock. The issuance of the shares of common stock
to the investors resulted in a debt discount of approximately  $311,000 which is
being amortized to interest  expense over the term of the notes. The issuance of
the note and shares of common  stock to the  advisor  was  recorded  as deferred
financing costs which is being amortized to interest expense and other financing
costs over the term of the notes.


                                      F-22
<PAGE>

Convertible Debentures and Promissory Notes: 2003

      During  April,  May and June  2003,  the  Company  completed  the  private
placements of $400,000,  $250,000 and $1,200,000 in convertible  debentures (the
"03-1 Debentures," "03-2 Debentures" and "03-3  Debentures,"  respectively,  and
the  "Debentures,"  collectively).  The  Debentures  have 18-month  terms,  bear
interest at 7% per annum and are convertible  into common stock at the following
prices:  03-1 Debentures - $9.00; 03-2 Debentures - $9.00; and 03-3 Debentures -
$10.80.

      The  Company  received  a total of  approximately  $1,541,000  from  these
placements,  net of cash offering costs of approximately $309,000. In connection
with the 03-1  Debentures,  the  Company  issued  warrants to the  investors  to
purchase  25,000 shares of common stock at an exercise price of $0.60 per share.
In connection with the 03-2 and 03-3 Debentures,  the Company issued warrants to
a placement  agent and its designees to purchase 5,000 shares of common stock at
$9.60  per  share,  and  11,111  shares of common  stock at  $15.00  per  share,
respectively,  resulting in additional offering costs of approximately $215,000.
The aggregate  offering  costs of $524,000 were  initially  recorded as deferred
financing  costs  and  amortized  on a  straight-line  basis  over  the  related
Debenture's term.

      The Company  registered the common stock underlying the Debentures and the
warrants in a  registration  statement  filed with the  Securities  and Exchange
Commission.  The  Company  filed a  registration  statement  (the  "Registration
Statement")  with the Securities and Exchange  Commission on June 4, 2003, which
was declared  effective  on October 16,  2003.  As a result of this delay in the
registration statement becoming effective,  the Company was obligated to pay the
holders a penalty, which was settled in October 2003 (see below).

      The Debentures  were issued with  in-the-money  conversion  features since
their stated conversion prices were below the fair market value of the Company's
common stock at the commitment dates. Additionally,  the Company issued warrants
to the investors in the 03-1  Debentures,  which resulted in a higher  effective
beneficial  conversion  feature  for this  issuance.  The  Company  applied  the
principles  in EITF Issue  98-5  "Accounting  for  Convertible  Securities  with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and
Issue 00-27 "Application of Issue No. 98-5 to Certain Convertible  Instruments",
to determine the  appropriate  original issue discounts (OID) on the Debentures,
which  amounted to  $1,350,000.  This OID was  initially  being  amortized  on a
straight-line basis over the related Debenture's term.


                                      F-23
<PAGE>

      In October 2003 the holders of the Debentures elected to convert them into
common  stock,  and the  holder of the  debenture,  who  received  a warrant  to
purchase 25,000 shares of common stock at $0.60, also exercised the warrant in a
cashless  exercise.  The Company  issued a total of 222,179 shares of its common
stock,  of which 183,334  shares were based upon the  principal  amount of these
debentures,  24,615 on the  exercise  of the  warrant  and the balance of 14,230
shares were issued for interest and due to the delay in the effectiveness of the
registration  statement  applicable  to these  shares.  The value of the  14,230
shares on October 24, 2003, the date of issue,  at $28.80 per share (the closing
price of our common stock on the American Stock Exchange that day), less $33,000
of interest  and  $105,000 of late  effectiveness  penalty,  both accrued in the
third quarter of 2003,  was $273,000,  and that amount was charged to expense in
the fourth quarter of 2003. As a result of the conversion of the Debentures, the
total unamortized debt discount and issuance costs of $1,439,000  related to the
Debentures  were charged to expense in the fourth  quarter of 2003.  Thus all of
the financing  costs and the OID issued in connection  with the Debentures  were
expensed in 2003.

      Between  July  29,  2003  and  October  15,  2003,  various  Lenders  (the
"Lenders")  made  loans to the  Company  in the  aggregate  principal  amount of
$2,250,000 (the "Loans") (see below).

      During July 2003 and  September  2003,  the Company  completed two private
placements  totaling of $1,400,000 of convertible  debentures having an 18-month
term,  which bear interest at 7% per annum.  On September 30, 2003,  the Company
issued an aggregate of  $1,400,000 of promissory  notes (the  "Notes"),  with an
18-month  term and bearing  interest at a rate of 10% per annum.  The Notes were
issued in exchange for  $1,400,000  of  outstanding  7%  convertible  debentures
previously issued by the Company.  The holders of these debentures  consented to
the exchange when it was determined  that, under the rules of the American Stock
Exchange,  stockholder  approval  was  required  before the Company  could honor
requests to convert these  debentures into shares of the Company's common stock.
Therefore,  the Company accounted for the Notes in lieu of the debentures during
the  third  quarter  of 2003.  The  Company  received  a total of  approximately
$1,291,000 from these  placements,  net of cash offering costs of  approximately
$109,000.  In  connection  with the Notes,  the  Company  issued  warrants  to a
placement  agent and its designees to purchase  16,667 shares of common stock at
$13.20 per share,  and to purchase  2,899  shares of common  stock at $15.60 per
share,  respectively,  resulting in additional  offering costs of  approximately
$359,000.

      In October 2003 the Company borrowed  $600,000 and $250,000 and issued 10%
promissory  notes due on November 15, 2003 and  December 1, 2003,  respectively.
These notes were secured by the pledge of 16,667 shares of the Company's  common
stock owned by Darryl Cohen, the Company's former Chairman and CEO, and by 8,333
shares of the Company's  common stock owned by Andrew Brown,  the Company's then
President and COO (now CEO). In  consideration  for this pledge Messrs.  Cohen's
and Brown's stock based  compensation award became fully vested (see Note 7). In
connection  with these  transactions  the Company  issued  warrants  expiring in
October 2008 to the finder and its designees to purchase a total of 4,333 shares
of its common stock at $0.60 per share,  combined  with  warrants to purchase in
the aggregate  2,333 shares of the Company's  common stock at $0.60 per share in
satisfaction  of a finder's fee due on the September Note discussed  above.  The
Black-Scholes valuation of these warrants to purchase 6,667 shares is $176,000.

      On November 15, 2003, the Company entered into an Exchange  Agreement with
the  Lenders  whereby  the  Company  agreed to issue 93 shares of the  Company's
common stock for every $1,000 of the Loans delivered by the Lenders. As a result
of the exchange agreement the Company recorded debt discount in the face amounts
of the Loans to reflect the newly added beneficial  conversion feature.  Through
December 2003,  Lenders  delivered  promissory notes in the aggregate  principal
amount of $2,250,000 to be exchanged for 208,334 shares of our common stock. The
Lenders  waived  their rights to any accrued  interest.  All but $150,000 of the
Loans were  exchanged  prior to December 31, 2003,  and thus the majority of the
offering  costs and debt discount  related to the Loans was expensed  during the
fourth  quarter of 2003.  The remaining  $150,000 of Loans was converted  during
January of 2004.


                                      F-24
<PAGE>

      On November 5, 2003 the Company sold a $1,000,000 7% convertible debenture
that matures on April 30, 2005, but the holder may require the Company to redeem
it after March 31, 2004 at a price that would reflect any increase in the market
price  of the  common  stock  above  the  conversion  price.  The  debenture  is
convertible into common stock at $15.00 per share while the closing price of our
common stock on the American  Stock Exchange on November 5, 2003 was $39.60 and,
therefore,  this debenture was issued with an in-the-money  conversion  feature.
The  Company  reserved  133,333  shares of its  common  stock  pursuant  to this
debenture.  In addition,  on November 7, 2003 the Company sold $3,000,000 of its
7% convertible  promissory notes that mature in March 2005, to two buyers, these
notes being convertible at $15.00 per share and also issued warrants with a term
of five years to purchase  10,000  shares of common stock at $60.00 per share to
the buyers. In connection with these  placements,  finders were paid $200,000 in
cash and  received  7%  convertible  debentures  in the face  amount of $200,000
convertible  into common  stock at $15.00 per share.  The  closing  price of our
common stock on the American  Stock  Exchange on November 7, 2003 was $46.20 and
therefore these  promissory  notes were issued with an  in-the-money  conversion
feature.  The Company  reserved  440,000  shares of its common stock pursuant to
these notes,  warrants and  debentures.  This  convertible  debenture  and these
convertible promissory notes were converted in December 2003. As a result of the
conversion  the Company  expensed  the related  debt issue costs of $439,000 and
related OID of $4,200,000 during the fourth quarter of 2003.

Convertible Debentures and Promissory Notes: 2002

      The Company  entered  into a secured  convertible  loan  agreement,  dated
February  19,  2002,  pursuant to which the  Company  borrowed  $1,000,000  from
WellPoint  Health  Networks Inc., in which a then member of the Company's  audit
committee was a related party.  WellPoint  converted the note into 40,087 common
shares on October  9,  2002,  which  includes  approximately  $48,000 of accrued
interest.  The loan was  secured by the grant of a security  interest in all the
Company's   intellectual   property,   including  its  patent,   copyrights  and
trademarks.  The conversion of the loan eliminated the  aforementioned  security
interest.

NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)

      As of December 31, 2004, the Company has authorized  400,000,000 shares of
common stock and 2,500,000  shares of preferred  stock, of which 488 shares have
been  authorized  relating to the 1996 preferred stock issuance and 3,200 shares
have been authorized  relating to the 2003 Series A convertible  stock plan.. On
November 18, 2004, the Company's  stockholders approved a 1 for 60 reverse stock
split  which was  effective  for trading  purposes  as of December 1, 2004.  The
number of post-split shares outstanding on December 2, 2004, was 5,310,013.  All
references  in the  financial  statements  to shares,  share  prices,  per share
amounts and stock option plans have been adjusted  retroactively to reflect this
reverse stock split.

Stockholder Rights Plan

      On May 27, 2004 the Company  adopted a stockholder  rights plan  (commonly
known as a  "poison  pill")  in order to deter  possibly  abusive  tactics  by a
stockholder  or  group.  The  stockholder  rights  plan is set forth in a Rights
Agreement dated May 27, 2004 between Ramp and Computershare Trust Company, Inc.,
as Rights  Agent.  The Rights  Agreement  provides for the  distribution  of one
preferred  share purchase  right  ("Right") on each share of common stock issued
and  outstanding  as of the close of  business  on June 4, 2004.  Initially  the
Rights will trade with the common stock and will not be  represented by separate
certificates. Each Right represents the right to purchase, for an exercise price
of $40 per Right, one one-hundredth (1/100) share of Ramp Series B Participating
Preferred Stock,  par value $.001 per share, but will not be exercisable  unless
and until certain events occur.


                                      F-25
<PAGE>

2004 Private Placements

      In March  2004,  the Company  sold  181,159  shares of common  stock to an
investor  at  a  purchase  price  of  $27.60  per  share,  raising  proceeds  of
$4,762,000,  net  of  $249,000  in  offering  costs  (the  "March  2004  Private
Placement). In connection with the private placement, the investor also received
a five-year  warrant to purchase  36,232  shares of common  stock at an exercise
price of $48.00  per share.  The  Company  also  issued a  five-year  warrant to
purchase  2,899  shares of  common  stock at  $48.00  per share to a finder  and
five-year warrants to purchase an aggregate of 13,857 shares of our common stock
at $48.00 per share to the placement  agent and its  affiliates for its services
in the  placement.  In  addition,  finders  and  placement  agents  received  an
aggregate of 6,783 shares of the  Company's  common  stock.  The investor has an
anti-dilutive  feature in the event the Company  raises funds at a price of less
than $27.60 per share (see Note 6 for  discussion  of events  occurring  in July
2004  regarding the issuance of additional  shares of common stock,  convertible
promissory note, and warrants relating to this anti-dilutive feature, as well as
the reduction in the exercise price of the warrant described above).

      Also,  during the quarter  ended March 31, 2004,  the Company  completed a
private  placement of its common  stock and raised net  proceeds of $765,000.  A
total of 191,250 units were placed,  each  consisting  of ten sixtieths  (10/60)
post split  (ten pre  split)  shares of common  stock and two  sixtieths  (2/60)
warrants. Subscribers purchased each unit for $4.00 and are entitled to exercise
warrant  rights to  purchase  one  sixtieth  (1/60)  share of common  stock at a
purchase price of 36.00 per share for a five-year period  commencing on or after
July 1, 2004 and terminating on June 30, 2009.

2003 Private Placements

      During  the  first  quarter  of 2003,  the  Company  completed  a  private
placement  of its  $.001  par  value  common  stock  and  received  proceeds  of
$1,499,000, net of $95,000 in fees. A total of 3,151,250 units were placed, each
consisting  of two  sixtieths  (2/60)  shares of common  stock and one  sixtieth
(1/60) warrant.  Subscribers  purchased each unit for $24.00 and are entitled to
exercise warrant rights to purchase one sixtieth (1/60) share of common stock at
a purchase  price of $30.00 per share during the exercise  period  commencing on
January 1, 2003 and ending  December 31, 2007. The Company  registered the above
common stock and shares of common stock  covered by the warrants for resale in a
registration statement with the Securities and Exchange Commission.

      In the second quarter of 2003, the Company  completed a private  placement
of its common stock and received  proceeds of $471,550,  net of $23,450 in fees.
The Company also issued warrants  expiring in May and June of 2008 to finders to
purchase a total of 1,954 shares of common stock at $18.00 per share. A total of
247,500 units were placed,  each  consisting of ten sixtieths  (10/60) shares of
common stock and a warrant to purchase  five  sixtieths  (5/60) shares of common
stock.  Subscribers  purchased  each unit for $2.00 and are entitled to exercise
the  warrant to  purchase  five  sixtieths  (5/60)  shares of common  stock at a
purchase price of $18.00 per share during the exercise period commencing on July
15, 2003 and ending December 31, 2007.


                                      F-26
<PAGE>

      During  the  third  quarter  of 2003,  the  Company  completed  a  private
placement of its common stock and received  proceeds of $1,499,000,  before fees
of $95,000.  The Company  also  issued five year  warrants  expiring in July and
August of 2008 to finders to purchase a total of 6,883 shares of common stock at
$18.00 per share. A total of 743,750 units were placed,  each  consisting of ten
sixtieths  (10/60)  shares  of  common  stock and a  warrant  to  purchase  five
sixtieths  (5/60) shares of common stock.  Subscribers  purchased  each unit for
$2.00 and are entitled to exercise the warrant to purchase five shares of common
stock at a  purchase  price of  $18.00  per share  during  the  exercise  period
commencing on July 15, 2003 and ending December 31, 2007.

      During  the  fourth  quarter  of 2003,  the  Company  completed  a private
placement  of its common stock and  received  proceeds of  $350,000.  A total of
76,040 units were placed,  each  consisting of ten sixtieths  (10/60)  shares of
common stock and a warrant to purchase  five  sixtieths  (5/60) shares of common
stock.  Subscribers  purchased  each unit for $2.00 and are entitled to exercise
the  warrant to  purchase  five  sixtieths  (5/60)  shares of common  stock at a
purchase price of $18.00per share during the exercise period  commencing on July
15, 2003 and ending December 31, 2007.

      On December 31,  2003,  the Company  entered  into a Series A  Convertible
Preferred Stock Purchase Agreement (the "December  Agreement").  Under the terms
of the  December  Agreement,  the Company  sold an  aggregate of 3,000 shares of
Series A Convertible Preferred Stock for net proceeds of $2,869,000. In addition
to cash offering costs of $131,000, the Company also issued 112 shares of Series
A convertible  preferred stock in aggregate to two placement agents.  Each share
of the Series A  Convertible  Preferred  Stock is  convertible  into a number of
shares of common stock equal to $1,000  divided by the  conversion  price of the
Series A Convertible  Preferred  Stock,  initially  $24.00 per share.  The total
number of shares of common  stock  initially  issuable  upon  conversion  of the
Series A  Convertible  Preferred  Stock is 125,000.  During the first quarter of
2004 all of the 3,112 shares of Series A Convertible Preferred Stock and accrued
dividends thereon were converted into 130,571 common shares. In addition, during
2003 the Company  issued  warrants to purchase an aggregate of 51,667  shares of
common stock,  39,167 of which are exercisable at $36.60 per share and 12,500 of
which are  exercisable  at $42.00 per share.  The  warrants  have a term of five
years.  In connection  with this  placement,  the Company  recorded a beneficial
conversion  discount of $2,156,000 as an increase to its accumulated deficit and
net loss applicable to common stockholders.

2002 Private Placement

      During 2002, the Company initiated three private placement  offerings each
consisting  of one share of common stock and warrants to purchase  common stock.
The exercise price of the offering was $24.00 per share. The warrants,  included
with each unit,  entitled  the holder to  purchase  common  shares at $30.00 per
share,  expiring  five years  after  offering  date.  Over the three  offerings,
$5,491,000  was raised in total  proceeds,  net of offering  costs of  $290,000,
through the issuance of 228,375 shares of common stock.

1999 Private Placements

      During 1999, the Company initiated three private placement  offerings each
consisting  of one share of  preferred  stock (as  designated)  and  warrants to
purchase common stock.

      The first private placement  consisted of 300 shares of Series A preferred
stock each with 1,000 warrants for $1,000 per unit,  which raised total proceeds
of $300,000. The warrants included with each unit entitle the holder to purchase
common  shares at $60.00 per share,  expiring in October 1, 2000.  The preferred
shares were  convertible  into common  shares at $15.00 per common share through
March 1,  2003.  During  1999,  115  shares of  Series A  preferred  stock  were
converted into 7,667 common shares During 2000, 185 shares of Series A preferred
stock were converted into 12,333 common shares.  All of the warrants relating to
the Series A preferred stock were exercised in 2000.


                                      F-27
<PAGE>

      The  second  private  placement  consisted  of 1,832  shares  of  Series B
preferred stock each with 2,000 warrants for $1,000 per unit, which raised total
proceeds of $1,816,500 (net of offering costs of $15,500). The warrants included
with each unit entitle the holder to purchase common shares at $30.00 per share,
expiring on October 1, 2002.  The Company  also issued a warrant to purchase 833
shares of common stock at $30.00, expiring in May 2002, for services rendered in
connection  with the private  placement.  During 1999 and 2000,  1,782 shares of
Series B preferred stock were converted into 59,400 common shares.  During 2002,
50 shares of Series B preferred  stock were  converted into 1,667 common shares.
These warrants expired in October 2002. Upon cancellation,  the Company extended
the  expiration  date for 8,000 of these  warrants to April 2003.  Using a Black
Scholes pricing model,  $58,000 of expense was charged to equity as the value of
this repricing.

      The  third  private  placement  consisted  of  1,995  shares  of  Series C
preferred stock each with 4,000 warrants for $1,000 per unit, which raised total
proceeds of  $1,995,000.  The warrants,  included  with each unit,  entitled the
holder to purchase common shares at $30.00 per share, expiring in April 1, 2003.
The preferred shares were convertible beginning April 1, 2000 into common shares
at $30.00 per common share through April 1, 2003.  During 2000,  1,120 shares of
Series C preferred stock were converted into 37,333 common shares.  During 2001,
500 shares of Series C  preferred  stock  were  converted  into 1,667  shares of
common stock. During 2002, 300 shares of Series C preferred stock were converted
into 10,000  shares of common stock.  In October 2003 the Company  purchased the
remaining 75 shares of its 1999 series C convertible  preferred stock and issued
2,500 shares of its common stock in exchange  therefore.  This  transaction  was
treated as a capital  transaction  with no net value  being  recorded in equity;
however,  the fair value of the common  shares  issued in excess of the carrying
value of the  preferred  shares was  accounted for as a dividend to the affected
equity  holders  during the fourth  quarter of 2003.  After  April 1, 2000,  the
warrants are callable by the Company for $0.60 upon thirty days written  notice.
The Company has not called any of these warrants as of the date hereof.

1996 Private Placement

      The Company has one remaining unit of its 1996 preferred stock outstanding
at December 31, 2004 and 2003.  The  remaining  unit may be  converted  into the
Company's common stock including  accrued  dividends at the lesser of $75.00 per
common  share or 75% of the prior  five day  trading  average  of the  Company's
common stock.

Common Stock Issued for Settlements and Services

      In connection with a settlement  agreement with an existing investor,  the
Company issued  approximately  21,667 shares to this investor  during the second
quarter of 2004.  The Company  accounted for this as a  disproportionate  deemed
dividend in the amount of $336,000  which  increased the net loss  applicable to
common  shareholders and basic and diluted net loss per share for the year ended
December 31, 2004.


                                      F-28
<PAGE>

      During  2004 the  Company  issued  common  stock and  warrants  to various
consultants and vendors for past and current  services  rendered.  Approximately
$3.7 million of non-cash expenses were recorded in the 2004 financial statements
relating to these issuances.

Equity Line

      The Company  entered into an Equity Line of Credit  Agreement  dated as of
June 12,  2001,  which  provided  that the  Company  could put to the  provider,
subject to certain  conditions,  the  purchase of common stock of the Company at
prices calculated from a formula as defined in the agreement.  During the period
January to April 2002, the Company  received  $972,000,  net of commissions  and
escrow fees from eight equity line advances, resulting in the issuance of 32,579
shares of common stock. This agreement was terminated in April 2002.

Stock Options and Warrants

      In August 1999, the Board of Directors  adopted the 1999 Stock Option Plan
(the "1999  Plan"),  which  provides  for the grant of incentive  stock  options
("ISOs")  to officers  and other  employees  of the  Company  and  non-qualified
options to  directors,  officers,  employees  and  consultants  of the  Company.
Options granted under the plan generally vest over a period of one or more years
and expire at various  times up to ten years.  ISOs are granted at a price equal
to the  market  value at the date of  grant.  The  Board of  Directors  reserved
166,667  shares of common stock for granting of options  under the 1999 Plan. At
the 2001 Annual Meeting the  shareholders  approved an increase to 50,000 shares
of common stock for issuance under the 1999 Plan.

      In  February  2003,  the  Board  of  Directors  adopted,  and in May  2003
stockholders  approved,  the 2003 Stock Incentive Plan (the "2003 Plan"),  which
provides for the grant of ISOs,  supplemental stock options,  stock appreciation
rights and performance shares to directors, officers, employees, consultants and
advisors of the Company and its  subsidiaries.  Options  granted  under the plan
generally vest over a period of one or more years and expire at various times up
to ten years.  Upon  exercise,  shares  will be issued  upon the  payment of the
exercise  price in cash,  by  delivery of shares of common  stock,  options or a
combination  of these  methods.  ISOs are granted at a price equal to the market
value at the date of grant.  The Board of Directors  reserved  166,667 shares of
common stock for grants under the 2003 Plan.

      In October  2003,  the Board of Directors  adopted,  and in December  2003
stockholders  approved,  the 2004 Stock Incentive Plan (the "2004 Plan"),  which
provides for the grant of ISOs,  supplemental stock options,  stock appreciation
rights and performance shares to directors,  officers,  consultants and advisors
of the Company its subsidiaries. ISOs granted under the plan generally vest over
a period of one or more years and expire at various times up to ten years.  Upon
exercise,  shares will be issued upon the payment of the exercise price in cash,
by delivery of shares of common stock, options or a combination of these methods
and expire up to ten years after the date of grant.  ISOs are granted at a price
equal to the market value at the date of grant. The Board of Directors  reserved
250,000 shares of common stock for grants under the 2004 Plan.

      In October 2003, the Board of Directors  established the 2003  Consultants
Stock Option Warrant and Stock Award Plan (the "2003 Consultants  Plan"),  which
provides for the grant of non-qualified options, warrants,  restricted stock and
unrestricted  stock to consultants of, or other natural persons who provide bona
fide services,  other than services in connection  with the offer or sale of the
Company's securities in a capital raising transaction to, the Company. The Board
of Directors  reserved  83,333  shares of common stock for grants under the 2003
Consultants Plan.


                                      F-29
<PAGE>

      In September  2004, the Board of Directors  adopted,  and in November 2004
stockholders  approved,  the 2005 Stock Incentive Plan (the "2005 Plan"),  which
provides for issuance of common stock of up to 5,500,000 shares to the Company's
employees, consultants and directors through restricted stock awards or reserved
for the exercise of options.  Options granted under the plan generally vest over
a period of one or more years and expire at various times up to ten years.  ISOs
are granted at a price equal to the market value at the date of grant.

      The Board of Directors made certain stock awards and granted stock options
effective  July 10,  2003.  As an  incentive  to provide  their  services to the
Company at least through  January 6, 2004,  and pursuant to the  Company's  2003
Stock Incentive Plan, Mr. D. Cohen,  the Company's  former Chairman and CEO, was
granted 16,667 shares of restricted common stock, and Mr. Patrick Jeffries,  the
Company's former Chairman,  and External Affairs, Inc. ("EA"), a consulting firm
affiliated with Andrew Brown, the Company's  current Chairman and CEO, were each
granted  8,333 shares of restricted  common  stock,  with the Company to pay the
income taxes on the grant and also the income taxes on the payment of the income
taxes.  The Company  estimates  that its  liability  for such tax and tax on tax
payments will total approximately  $278,000,  which has been included in accrued
expenses in the  accompanying  Statement of Operations  for fiscal year 2003. In
addition,  the Board  granted Mr.  Cohen a five-year  option to purchase  50,000
shares of common stock at $15.00 per share with one third of such shares vesting
quarterly  over the next twelve months as long as Mr. Cohen retains his position
of  President  and Chief  Executive  Officer of the Company,  and the  remaining
two-thirds  vesting on June 30,  2004 based on the  Company  achieving  targeted
revenues  during the twelve  months  ending June 30,  2004.  If revenue does not
reach the target then  vesting is reduced pro rata.  EA  received  options  with
similar terms for a total of 25,000 shares.  Mr.  Jeffries  received a five-year
option to purchase  8,333 shares at $15.00 each vesting  quarterly over the next
twelve months as long as he retains his position as Chairman of the Company. Mr.
Jeffries  also received a five-year  option to purchase  13,333 shares of common
stock at $15.00 per share  based on his  continued  membership  on the Board and
satisfactory performance as Chairman of the Company over the next twelve months.
Messrs. Samuel Havens and Guy Scalzi, two non-employee  directors of the Company
at the time,  received  similar options to Mr.  Jeffries' for 3,333 shares each.
The closing price of the common stock on the American Stock Exchange on July 10,
2003 was $20.40.

      The Company recognized  compensation  charges for the restricted stock and
option grants to Mr. D. Cohen,  for 3,333 option shares for each of Mr. Jeffries
and the other Board members based on the  intrinsic-value  method  prescribed by
APB No. 25. The Company also recognized  compensation charges for the restricted
stock and additional option grants to Mr. Jeffries, given to him in his capacity
as a consultant  to the  Company,  as well as all such grants to EA based on the
fair-value method  prescribed by SFAS No. 123 and EITF Issue 96-18,  "Accounting
for Equity Instruments that Are Issued to Other Than Employees for Acquiring, or
in Conjunction with, Selling, Goods or Services".

      As noted  above,  at the  original  grant  date,  certain  options and the
restricted  stock grants  vested based on  performance  criteria.  On August 19,
2003,  these  grants  were  modified  to provide for  time-based  vesting,  with
accelerated  vesting if  specified  performance  criteria  are met. The employee
awards were therefore  subject to variable  accounting  through August 19, 2003,
and all such awards were re-measured and fixed upon the modification.

      Concurrently  with the resignations of Messrs.  Kleinke and Friedensohn as
directors  in April  2004,  the  Company  fully  vested  Mr.  Kleinke's  and Mr.
Friedensohn's  options,  each of which option was granted on October 7, 2003, to
purchase  3,333  shares of our common  stock at an exercise  price of $30.00 per
share,  and  paid  each  of them  the sum of  $40,000  in  consideration  of the
surrender of such option for cancellation.  The resulting charge was recorded in
the second  quarter of 2004. On April 14, 2004,  Samuel H. Havens  resigned as a
director.  In connection with his resignation,  his stock options were purchased
by the Company for a cash consideration of $90,000.


                                      F-30
<PAGE>

      On April 25, 2004,  Darryl R. Cohen  resigned as a director,  Chairman and
Chief Executive Officer and Andrew Brown, the Company's then current  President,
was appointed Chairman and Chief Executive Officer of the Company. In connection
with Mr. Cohen's  resignation,  the Company  recorded a  compensation  charge of
approximately $15,000 related to accrued bonus and tax benefit on his restricted
stock  awards  during the second  quarter of 2004.  Additionally,  in the second
quarter of 2004, the Company  recorded a charge of  approximately  $400,000 with
respect to the benefit Mr. Cohen  received upon his  termination  as a result of
the Company's having earlier  accelerated the vesting of his stock-based awards,
pursuant to a  promissory  note of the Company  collateralized  by the pledge of
those shares. As a result of the terms of the agreement with Mr. Cohen,  because
the Company  did not pay him the  amounts  due by August 30,  2004 the  exercise
price of all of his  options  to  purchase  79,000  shares of common  stock were
reduced to $0.60.  This  modification  resulted  in a charge of  $142,000 in the
third  quarter of 2004. As a result of the  modification  the Company will apply
variable  accounting to Mr. Cohen's options until they are exercised,  cancelled
or expire.  As a result,  in the fourth quarter of 2004 an additional  charge of
$85,000 was made.

      In September 2003 Joan Herman and Guy Scalzi  resigned as directors of the
Company and the options  granted to Mr.  Scalzi to purchase  3,333 shares of our
common  stock at $15.00 on July 10,  2003,  were  forfeited  with no  accounting
impact to the  Company.  Ms.  Herman had  declined to accept any options for her
service on the Board. On October 7, 2003 Andrew Brown, David Friedensohn,  J. D.
Kleinke and Jeffrey A. Stahl,  MD, were elected as directors.  Each of them were
granted  an option to  purchase  3,333  shares of common  stock of the  Company,
vesting in one year if they are still  serving as a director at that time, at an
exercise  price of $30.00 per share,  the closing price of the Company's  common
stock on the American Stock Exchange that day.

      On October 9, 2003 Patrick  Jeffries  resigned as Chairman of the Board of
the Company and the next day the Board  elected  Darryl Cohen as Chairman in his
place,  in addition  to Mr.  Cohen's  duties as the  Company's  Chief  Executive
Officer.  At the same meeting the Board elected Andrew Brown,  formerly  serving
the Company  through his consulting  firm, EA, to become its President and Chief
Operating  Officer.  The various  options and  restricted  stock  granted to Mr.
Jeffries on July 10,  2003,  vested in full upon his  resignation.  The value of
these options at date of full vesting,  in excess of amounts  charged to expense
in the third  quarter of 2003,  was  $826,000,  and that  amount was  charged to
expense in the fourth quarter of 2003.  The value of the options  granted to Mr.
Brown while he was a consultant to the Company, in excess of the amounts charged
to expense in the third  quarter of 2003,  was charged to expense along with any
amounts he earned as President  and Chief  Operating  Officer  during the fourth
quarter of 2003.

      In October 2003 the Company issued 10% promissory notes.  These notes were
collateralized  by the pledge of 16,667  shares of the  Company's  common  stock
owned by Mr. D. Cohen and by 8,333 shares of the Company's common stock owned by
Mr. Brown. In consideration for this pledge,  Messrs.  Cohen's and Brown's stock
based  compensation  award became fully vested.  As a result of the  accelerated
vesting,   the  Company   recognized   compensation   charges  of  approximately
$1,811,000.


                                      F-31
<PAGE>

      At its  October  2, 2003  meeting,  the  Board of  Directors  awarded  six
employees  and one  consultant  options to purchase a total of 18,333  shares of
common  stock at exercise  prices  equal to the closing  price of the  Company's
common stock on the American  Stock Exchange on date of grant.  In addition,  on
November 17, 2003, the Company granted Mitchell Cohen, the Company's former CFO,
a two year option to purchase  6,667  shares of common stock at $26.40 per share
vesting quarterly equally in eight installments  commencing December 31, 2003 as
long as Mr.  Cohen  retains his  position as Chief  Financial  Officer  with the
Company.  The  closing  price of the  Company's  common  stock on that  date was
$39.00. The Company recorded $84,000 of deferred compensation in connection with
this award that it is  recognizing  as  compensation  expense  over the  vesting
period.  Effective on September 8, 2004,  Mr. Cohen resigned his position as the
Company's Chief Financial Officer and his employment agreement was terminated.

          The following table presents the activity for options outstanding:

                                    Incentive   Non-qualified   Weighted Average
                                      Stock        Stock            Exercise
                                     Options      Options             Price
                                ------------------------------------------------
Outstanding, December 31, 2001        100,325      6,069             $84.00
Issued                                 82,800     14,333             $40.20
Forfeited/Canceled                    (21,913)    (4,436)            $69.00
Exercised                              (3,333)    (2,633)            $24.00
                                ------------------------------------------------
Outstanding, December 31, 2002        157,879     13,333             $63.60
Issued                                130,792     67,167             $21.60
Forfeited/Canceled                    (25,094)    (8,000)            $37.80
Exercised                              (1,792)    (3,500)            $19.20
                                ------------------------------------------------
Outstanding, December 31, 2003        261,785     69,000             $42.00
Issued                              4,367,333    639,326              $1.53
Forfeited/Canceled                   (100,246)   (24,082)            $33.49
Exercised                              (8,046)         0             $25.87
                                ------------------------------------------------
Outstanding, December 31, 2004      4,520,826    684,244              $2.81
                                ------------------------------------------------

      The following  table presents the  composition of options  outstanding and
exercisable:

<TABLE>
<CAPTION>
                                             Options Outstanding            Options Exercisable
                                  -------------------------------------- --------------------------
Range of Exercise Prices               Number       Price         Life       Number          Price
                                  -------------------------------------- --------------------------
<C>                                   <C>           <C>            <C>      <C>             <C>
$.60 - $2.00                          4,959,198      $1.31         9.93     1,152,804        $1.10
$2.01 - $5.00                             5,833      $4.16         4.57           313        $3.30
$5.01 - $298.20                         240,039     $37.47         3.67       179,887       $46.70
                                  -------------                          ------------
Total- December 31,2004               5,205,070      $2.81         4.11     1,333,004        $7.26
                                  =============                          ============
</TABLE>

* During 2004,  the Company  awarded a total of  9,716,623  shares of its common
stock to employees  and  consultants  in the form of stock  options,  restricted
stock awards and stock issued in return for services. Vested and unvested awards
and  other  uses of stock  under  the 2005  plan  exceed  the  number  of shares
authorized  under  the  plan  by  3,144,807  shares.   The  Company  is  seeking
shareholder approval to increase the number of shares authorized under the plan.
Should the  shareholders  not authorize  this  increase,  some shares which vest
under the plan after  December  31,  2004 may not be issued.  The  Company  will
record  an  adjustment  to  reflect  the  market  price  at the time of any such
shareholder approval.


                                      F-32
<PAGE>

      In fiscal  year 2002,  the  Company  has issued  10,600  stock  options to
consultants  that have been  valued  at  $260,000  and  recorded  as  consulting
expense,  using the  Black-Scholes  options pricing model.  The assumptions used
include lives ranging from 2 to 5 years,  exercise prices ranging from $22.80 to
$42.00, volatility of 95%, no dividend payments and a risk free rate of 5.5%.

Warrants

         The following table presents the activity for warrants outstanding:

                                                Number of     Weighted Average
                                                Warrants       Exercise Price
                                               ----------     ----------------
Outstanding, December 31, 2001                   124,160          $41.40
Issued                                           291,550          $30.60
Cancelled                                        (13,767)         $30.60
Exercised                                        (23,150)         $30.00
                                               ---------
Outstanding, December 31, 2002                   378,793          $34.80

Issued                                           354,459          $25.20
Cancelled                                        (41,430)         $61.80
Exercised                                       (102,215)         $27.60
                                               ---------
Outstanding, December 31, 2003                   589,607          $27.00

Issued                                         2,160,168          $ 2.01
Cancelled                                        (80,134)         $31.91
Exercised                                     (1,212,196)         $ 3.30
                                               ---------
Outstanding, December 31, 2004                 1,457,445          $ 7.98
                                               ---------

      All of the  outstanding  warrants  are  exercisable  and  have a  weighted
average remaining contractual life of 3.51 years.

      During 2004, the Company modified certain  warrants  previously  issued in
connection  with its  Series  C  Preferred  and  other  financing  transactions.
Warrants  to exercise  approximately  1,386,000  shares were  modified to reduce
their exercise prices from a range of $49.20 to $18.00,  to a new exercise price
range of $24.00 to $0.06.  These  modifications  were primarily made to increase
the likelihood of the holders exercising such warrants.  The Company has applied
the  modification  principles  in SFAS  123,  using the  Black-Scholes  model to
determine  the value of these  changes in warrants  which  resulted in recording
deemed dividends totaling $1,034,000 for the year ended December 31, 2004.

      During the year ended December 31, 2004, the Company received net proceeds
of $128,000 and $3,744,000, respectively, from the exercise of stock options and
warrants  resulting  in the  issuance  of 9,412  shares  and  1,187,919  shares,
respectively,  of common stock.  In the  comparable  period in 2003, the Company
received proceeds of $70,000 and $1,608,000,  respectively, from the exercise of
stock  options  and  warrants  resulting  in the  issuance  of 5,292  and 98,486
shares, respectively, of common stock.


                                      F-33
<PAGE>

      For the year ended  December  31,  2004,  the Company  issued  warrants in
connection with various common stock private placement financings, as previously
discussed.

      During the year ended  December 31, 2004, as discussed  elsewhere in these
footnotes  to the  Company's  financial  statements,  the Company  issued to its
officers,  directors  and  employees  awards  of  stock  options,  warrants  and
restricted stock valued at approximately  $5.8 million.  Included in this amount
is  approximately  $2.7 million  attributable  to the employee  retention  bonus
program and restricted stock awards, $1.2 million relating to the warrant issued
to the Company's CEO in accordance  with his employment  contract,  $0.6 million
relating to the  separation  agreement  with the Company's  former CEO, and $0.8
million issued to employees for payment of salaries.

      During the first quarter of 2003, the Company  modified  certain  warrants
previously  issued in connection with its Series C Preferred and other financing
transactions.  Warrants to exercise a total of approximately  57,500 shares were
modified to extend the periods in which they could be  exercised.  Additionally,
of this group of warrants,  those representing  approximately  2,867 shares were
modified to reduce their exercise prices from a range of $48.00 - $105.00,  to a
new exercise price of $30.00.  The Company also  exchanged  warrants to purchase
25,921 shares for warrants to purchase  21,755 shares of common stock at a lower
exercise price of $30.00.  The original  convertible equity and debt instruments
with which these  warrants were issued had  substantially  been converted at the
warrant modification dates.

      During the third quarter of 2003, the Company modified certain warrants by
reducing  the price to purchase a total of  approximately  118,650  shares which
were previously issued primarily in connection with the sale of common stock and
to a lesser extent to consultants.

      During 2003, the Company granted five-year warrants to purchase a total of
21,875 shares of common stock at exercise  prices of $28.00 and $30.00 per share
to parties  who had earlier  exercised  warrants.  During the fourth  quarter of
2003,  the Company  reduced the exercise  price of certain of these  warrants to
$18.00.

      These  modifications were primarily made to increase the likelihood of the
holders  exercising  such  warrants.  Additionally,  certain of the  above-noted
warrants were modified to compensate  investors and consultants who had rendered
non-employee  services (which was not  contemplated at the original issue dates)
subject to the approval of the Board of Directors, which took place during 2003.
As such,  $2,026,000 of the value of these  modifications has been accounted for
as a deemed  disproportionate  dividend to the effected warrant holders and as a
capital  transaction with no net value being recorded to equity during 2003. The
portion related to non-employee  service,  which amounted to $110,000,  has been
reflected  in  operating  expenses  during  2003.  The  Company  has applied the
modification  principles  in SFAS No.  123,  using  the  Black-Scholes  model to
determine the value of these changes in warrants.

      On May 22, 2003, an  accredited  investor  exercised  warrants to purchase
units  consisting  of 20,833  shares of our common stock (which were  registered
under a previously filed registration statement) and new warrants to purchase an
additional  20,833  shares of our common  stock,  which we agreed to register on
this registration  statement.  The new warrants have an exercise price of $18.00
per share.


                                      F-34
<PAGE>

      NOTE 8 - RELATED PARTY TRANSACTIONS

      The accounts  payable - related  parties as of December 31, 2003  reflects
$40,000 owed to a former director of the Company.

      Until his  appointment  as our  President and Chief  Operating  Officer in
October  2003,  Andrew  Brown was employed by External  Affairs,  Inc. In August
2003, we entered into a consulting  agreement  with External  Affairs for a term
ending June 30, 2004, under which External Affairs agreed to act as our investor
relations  and  strategy  consultant  and  assist  us with our  capital  raising
efforts.  The agreement  provided for payments to External  Affairs of $328,000,
and a discretionary bonus potential of up to $275,000 based upon our attaining a
specified  level of revenue during the term of the agreement.  External  Affairs
received a cash bonus in July 2003 of $50,000 for its  services  during the year
ended June 30,  2003.  On October  10,  2003,  Mr.  Brown was  appointed  as our
President and Chief Operating Officer,  and we agreed to reduce the compensation
payable to External  Affairs  under the August 2003  Consulting  Agreement by an
amount equal to the  compensation  payable to Mr.  Brown as President  and Chief
Operating  Officer.  External Affairs was granted 8,333 restricted shares of our
common stock in July 2003, which shares were forfeitable if, by January 6, 2004,
we had not met certain  performance goals, which goals were met. Pursuant to the
agreement,  External  Affairs  also  received a five-year  option to purchase an
aggregate of 25,000 shares of our common stock at $15.00 per share, of which (i)
options to purchase  8,333  shares  vest in 25%  increments  every three  months
beginning  September  9, 2003  conditioned  on Mr.  Brown  continuing  to render
services  to us at the end of each  three-month  period,  and  (ii)  options  to
purchase 16,667 shares will vest on July 9, 2008,  subject to earlier vesting in
June 2004  based  upon a  formula  contained  in the  agreement.  The  agreement
provides that,  upon the  occurrence of a change in control of our company,  all
options  described in the agreement will be deemed fully vested and exercisable.
The agreement is  terminable by either us or External  Affairs for any reason on
ninety days prior written notice,  subject to certain offset rights in the event
of  termination  by  External  Affairs  for other than "good  reason".  External
Affairs has transferred  all of its options and restricted  shares to Mr. Brown.
During 2004 and 2003,  we paid an aggregate of $102,000 and $310,450 to External
Affairs in consulting fees, respectively.

         During 2003, we issued five-year  warrants to purchase (i) 2,067 shares
of our common  stock at $41.40 per share on April 1, 2003,  (ii) 4,133 shares of
our common stock at $41.40 per share on June 24, 2003, and (iii) 3,000 shares of
our  common  stock at $30.00  per  share on July 1,  2003,  to  Andrew  Brown as
compensation  for  consulting  services  provided to us under our agreement with
External Affairs.

         The brother of Mr. Louis Hyman,  our Executive Vice President and Chief
Technology  Officer,  is  the  president  of  TekPerts  Technologies,   Inc.,  a
technology  consulting  firm.  On October 1,  2003,  we entered  into a one-year
consulting  agreement with TekPerts  Technologies,  under which we agreed to pay
TekPerts Technologies a monthly consulting fee of $11,667 and to grant an option
to  purchase an  aggregate  of 1,167  shares of our common  stock at an exercise
price of $27.00 per share, the closing price of our common stock on the American
Stock  Exchange  on such date,  which  options  vest as to 146 shares  quarterly
beginning  December 31, 2003.  The  agreement  with  TekPerts  Technologies  was
terminated by us as of June 1, 2004.

         Andrew Brown's sister is employed by HealthRamp, as a Business Manager,
at an annual base salary of $55,000. In October 2003, she was granted options to
purchase  833  shares of our  common  stock at an  exercise  price of $26.40 per
share,  the closing price of our common stock on the American  Stock Exchange on
the date of grant.


                                      F-35
<PAGE>

         Until his  termination by us, Darryl Cohen's brother was employed by us
as Sales Director,  Practice Management System of HealthRamp,  at an annual base
salary of $72,500.  On December 1, 2003, he was granted  options to purchase 833
shares of our common stock at an exercise price of $41.40 per share, the closing
price of our common stock on the American Stock Exchange on the date of grant.

         On November 10, 2003, we completed the purchase of substantially all of
the tangible and  intangible  assets,  and assumed  certain  liabilities  of the
Frontline  Physicians  Exchange  and  Frontline  Communications  business of The
Duncan Group,  Inc. We paid (a) $1,567,000 in cash at the closing,  (b) $500,000
payable through the issuance of our common stock  (approximately  15,267 shares)
the resale value of which is guaranteed to the seller under certain  conditions,
(c) $1,500,000  payable through the issuance of our common stock  (approximately
42,450  shares)  that will be delivered to the seller only if the revenue of the
acquired business exceeds $1 million for all of 2003, (d) a royalty equal to 15%
of the  gross  revenue  of the  business  during  2003  and  2004,  (e) up to an
additional  $1,500,000 payable through the issuance of our common stock based on
the number of  physician  offices  that are active  customers  of the seller who
adopt our technology and generate  certain revenues to us, and (f) an additional
$1,000,000  payable  through  the  issuance  of our common  stock if the average
annual  revenue of the acquired  business  for the calendar  years 2003 and 2004
equals or exceeds  $1,500,000.  Our board of directors  approved the purchase of
Frontline,  which was  effectuated as an arm's length  transaction,  in November
2003. In November 2003, in connection  with our  acquisition  of Frontline,  The
Duncan  Group,  Inc.  received an aggregate  61,050  shares of our common stock,
45,788 shares of which were subject to forfeiture if a revenue goal was not met,
which has been attained.  Ms. Nancy Duncan, our former executive vice president,
and M. David Duncan, are husband and wife and together own,  indirectly,  all of
the issued and outstanding stock of The Duncan Group, Inc.

         On  September  30,  2004,  we closed the  transaction  pursuant to that
certain Asset Purchase  Agreement,  dated as of September 29, 2004, by and among
us, The Duncan  Group,  Inc.,  M. David Duncan and Nancy L. Duncan,  to sell the
assets  previously  acquired  from The Duncan  Group,  Inc. on November 10, 2003
related to the  business of Duncan known as  Frontline  Physicians  Exchange and
Frontline  Communications.  In accordance with the Asset Purchase Agreement,  we
agreed to sell all of the  assets of our  Frontline  division,  now known as the
OnRamp division,  to The Duncan Group,  Inc. in consideration of (i) our receipt
of  $500,000  in cash  paid  at  closing;  (ii)  termination  of the  employment
agreement  between us and each of M. David  Duncan  and Nancy L.  Duncan;  (iii)
release and  discharge of our  obligations  to Duncan  under that certain  Asset
Purchase  Agreement dated as of November 7, 2003, between the Company and Duncan
(the  "2003  Purchase  Agreement"),  to  issue  to  Duncan  up to an  additional
$2,500,000  through  the  issuance  of  shares  of our  common  stock  upon  the
achievement of certain financial  milestones;  (iv) release and discharge of our
obligations to Duncan under the 2003 Purchase  Agreement to pay Duncan a royalty
equal to 15% of the gross revenue of the OnRamp  business  during 2003 and 2004;
and (v)  release  and  discharge  of our  obligations  under  the 2003  Purchase
Agreement  to pay  Duncan any  shortfall  amount  following  the sale of certain
shares of our common stock by Duncan.  Our board of directors  approved the sale
of OnRamp,  which was effectuated as an arm's length  transaction,  on September
29, 2004.

         In  connection  with  our  sale  of  OnRamp,  Nancy  Duncan's  two-year
employment  agreement with us which provided that Ms. Duncan will be compensated
at an annual salary of $140,000 was  terminated.  In connection with our sale of
OnRamp, our employment relationship with M. David Duncan, previously employed by
us at an annual salary of $90,000, was terminated.


                                      F-36
<PAGE>

      NOTE 9 - COMMITMENTS AND CONTINGENCIES

      Legal Proceedings

      From time to time, the Company is involved in claims and  litigation  that
arise out of the normal course of business.  Currently,  other than as discussed
below,  there are no pending matters that in management's  judgment are expected
to have a material impact on the Company's financial statements.

      On June 3, 2003 two former executive  officers,  John Prufeta and Patricia
Minicucci  commenced an action  against the Company by filing a Complaint in the
Supreme Court of the State of New York for Nassau  County (Index No.  03-008576)
in which they alleged that the Company breached  separation  agreements  entered
into in December  2002 with each of them,  and that the Company  failed to repay
amounts loaned by Mr. Prufeta to the Company.  Mr. Prufeta sought  approximately
$395,000  (including a loan of $120,000) and Ms. Minicucci sought  approximately
$222,000.  The  Complaint  was served on July 23, 2003.  On July 15,  2003,  the
Company  paid in full the $120,000 so loaned  together  with  interest,  without
admitting  the claimed  default.  On February 2, 2004,  the Supreme Court of the
State of New York for Nassau County issued an order for partial summary judgment
in favor of Ms. Minicucci for the unpaid severance obligations of $138,064.  The
Company made severance  payments to both former executives  through May 2004 but
due to capital  constraints has not made any payments since then. The Company is
continuing  negotiations with the plaintiffs to settle the dispute amicably. The
amounts payable to M. Prufeta and Minicucci are included in accrued  expenses in
the accompanying balance sheet as of December 31, 2004.

         On August 19,  2003,  we  commenced  an action in the Federal  District
Court  for  the  Southern   District  of  Ohio  (Case  No.   C-02-585)   against
PocketScript,  LLC for $154,000,  representing  the unpaid principal amount of a
note payable to us for advances made to  PocketScript  while we were  performing
due diligence  leading to a potential  purchase of  PocketScript,  which did not
occur.  On September 15, 2003 the  individuals who were owners of an entity that
was an owner of  PocketScript  filed an action  against  us and  against  Darryl
Cohen, our former chief executive  officer,  personally,  in the Court of Common
Pleas, Hamilton County, Ohio (Case No. A0306937).  We were served on October 27,
2003. This action alleges breach of contract and claims $850,000 of damages, and
also alleges fraud and claims $1 million of compensatory  damages and $3 million
of punitive  damages.  On March 4 2004,  we entered into a settlement  agreement
with PocketScript and its principal and exchanged  general  releases.  Under the
terms of the settlement,  PocketScript agreed to pay us $75,000.  All parties to
the  settlement  agreement  reserved  their  rights in the  pending  state court
litigation between certain members of PocketScript and us. On March 23, 2005, in
connection with the settlement of the dispute with the  individuals,  we entered
into a settlement  agreement in principle.  Under the settlement  agreement,  we
agreed to issue to such individuals an aggregate of 41,667  restricted shares of
our common stock, par value $.001 per share. In order to secure the obligations,
the registrant  agreed to deposit the amount of $75,000 due and owing to it from
Pocketscript  in an escrow account to satisfy any amounts still due and owing to
the  individuals  following  the sale of the  Shares,  less an amount of $25,000
payable from the escrow account to such individuals. Following all disbursements
from the escrow  account,  the parties  will  execute  mutual  releases and file
stipulations to dismiss any pending action with prejudice.

      In  early  March  2004,  we were  effectively  served  with a  Demand  for
Arbitration by Mark W. Lerner, a former officer,  with respect to his claim that
we improperly terminated his employment agreement,  thereby resulting in claimed
damages of as much as $350,000 plus prejudgment  interest,  statutory  penalties
relating to unpaid wages of 25% and legal fees. In 2004 the  arbitrator  awarded
$204,330  to Mr.,  Lerner,  which  amount  has  been  accrued  in the  financial
statements as of December 31, 2004.


                                      F-37
<PAGE>

      In February  2004 the Company  relocated its  executive  offices  (under a
sublease that expires on June 29, 2008) to 33 Maiden Lane,  New York,  New York.
By stipulation the Company has surrendered the premises located at 420 Lexington
Avenue.  In  connection  with this lease  abandonment,  the Company  recorded an
accrual  for  expected  losses on the lease  equal to the  present  value of the
remaining lease payments, net of reasonable sublease income in selling,  general
and  administrative  expenses in the accompanying  statements of operations.  In
addition, the Company's landlord agreed to offset the Company's security deposit
of $130,000 in satisfaction of a portion of the amounts due under the lease. The
remaining  obligation  to the  landlord is  included in accrued  expenses in the
Company's  balance sheet as of December 31, 2004. The Company received a summons
and verified complaint from the landlord for alleged damages against the Company
in the amount of $83,828,  plus interest,  costs and expenses in connection with
the alleged  breach of the lease  agreement,  dated January 2002, by and between
the landlord and the Company.  The Company has filed an answer to the  complaint
and intends to vigorously defend against the litigation.

      In June 2004,  the Company's  former law firm  commenced an action against
the Company by filing a complaint in the Supreme  Court of the State of New York
for the  county of New York  (Index  No.  108499/04)  in which  they  alleged we
breached  our retainer  agreement by failing to pay $435,280 for legal  services
allegedly  performed.  The Company believes it has valid defenses and/or counter
claims which the Company intends to vigorously pursue.

Employment Agreements

      On June 1, 2004,  the Company  entered into an employment  agreement  with
Andrew Brown. During the employment period, which will end on June 30, 2006, Mr.
Brown  will be paid a base  salary  at an  annual  rate of  $240,000  per  year;
provided that,  during the six-month  period ending November 30, 2004, Mr. Brown
will be paid a base  salary  at the rate of  $120,000  per year  and  receive  a
retention bonus of three times the amount of his reduction in pay payable in the
form of shares of the Company's common stock, but only if he remains employed as
Chief  Executive  Officer on November 30, 2004, is  terminated  before that date
without  "cause" or resigns before that date for "good  reason".  On December 2,
2004 Mr. Brown agreed to relinquish  his retention  bonus in return for an award
of options to purchase  1,353,383 shares of common stock at an exercise price of
$1.14, the fair market value of the Company's common stock on the date of grant.
The  employment  agreement  also  provides for the payment of  performance-based
bonuses tied to the growth of the Company's gross  revenues,  the grant of up to
100,000  options under the 2004 Stock  Incentive Plan, with an exercise price of
$10.80 per share,  and the issuance to Mr. Brown of a warrant whereby he will be
entitled to  purchase  up to  one-nineteenth  of the  outstanding  shares of the
Company, at an exercise price of $1.14. A compensation  expense of approximately
$1.2  million was  expensed in 2004  relating to this  warrant.  The  employment
agreement  also  provides  that in the  event  that Mr.  Brown's  employment  is
terminated  for good reason  within six months or his  employment  is terminated
within one year without  cause after any person or group  acquires more than 25%
of the combined voting power of the Company's then outstanding Common Stock, all
of Mr. Brown's options will become fully vested and immediately  exercisable and
Mr. Brown will be paid an amount equal to twice his annual base salary and twice
his bonus compensation  received during the twelve months immediately  preceding
the date of termination of Mr. Brown's  employment;  provided that if the change
in control resulted from the sale of the Company for less than $31 million,  the
payments to Mr. Brown will be in amounts as described above in this paragraph as
if the word "twice" had been deleted.


                                      F-38
<PAGE>

      In June 2004,  the  Company  entered  into  amendments  of its  employment
agreements with Louis Hyman,  Chief Technology  Officer,  and Mitchell M. Cohen,
former Chief Financial Officer, which provide that in the event that Mr. Hyman's
or Mr. Cohen's  employment is terminated within one year without cause after any
person or group  acquires  more  than 25% of the  combined  voting  power of the
Company's then  outstanding  Common Stock,  all of his options will become fully
vested and immediately  exercisable and he will be paid an amount equal to twice
his annual  base  salary and twice his bonus  compensation  received  during the
twelve months  immediately  preceding the date of termination of his employment;
provided that if the change in control resulted from the sale of the Company for
less than $31  million,  the  payments to Mr.  Hyman and/or Mr. Cohen will be in
amounts as  described  above in this  paragraph  as if the word "twice" had been
deleted.  Effective on September 8, 2004, Mr. Cohen resigned his position as the
Company's Chief Financial Officer and his employment agreement was terminated.

      On October 12, 2004, the Company entered into an employment agreement with
Ronald C. Munkittrick,  Chief Financial Officer. Mr. Munkittrick will be paid an
annual base salary of  $195,000  provided,  however,  that Mr.  Munkittrick  has
agreed to a salary reduction to $120,000 per annum through December 31, 2004 and
a salary  reduction to $150,000 per annum from January 1, 2005 through March 31,
2005.  The  employment  agreement  also  provides  that in the  event  that  Mr.
Munkittrick's  employment is terminated  within one year without cause after any
person or group  acquires  more  than 25% of the  combined  voting  power of the
Company's then outstanding  Common Stock,  all of his options and/or  restricted
stock awards will become fully vested and immediately exercisable and he will be
paid an  amount  equal to twice  his  annual  base  salary  and  twice his bonus
compensation   that  he  was  entitled  to  receive  during  the  twelve  months
immediately  preceding the date of termination of his employment;  provided that
if the change in control resulted from the sale of the Company for less than $31
million,  the payments to Mr.  Munkittrick will be in amounts as described above
in this paragraph as if the word "twice" had been deleted.

      On May 25, 2004, the Company entered into retainer  agreements with Steven
Berger and Jeffrey Stahl,  M.D., two  independent  directors.  Pursuant to these
agreements, each independent director was granted a five-year option to purchase
3,333 shares of the  Company's  common stock at an exercise  price of $11.40 per
share, and will be paid a quarterly fee of $7,500 in arrears, except that in the
case of Dr. Stahl the quarterly payments due on August 25, 2004 and November 25,
2004  were paid in  advance  in the form of 1,316  performance  shares of common
stock, which will vest as to 50% on each of such dates. The Company has retainer
agreements  with Anthony  Soich and Steven  Shorr  whereby each has been awarded
options and will be paid  quarterly fees on  substantially  similar terms as Mr.
Berger and Dr. Stahl.  Each of the directors has agreed to waive their quarterly
fees in return for the grant to each of options to  purchase  140,978  shares of
common stock at an exercise price of $1.14, the fair market value on December 2,
2004, the date of grant.

Leases

      The Company leases office facilities in New York, Utah,  Florida and Texas
and various equipment under  non-cancelable  operating leases. In February 2004,
the Company relocated its executive offices from 420 Lexington Avenue, New York,
New York to 33 Maiden Lane, New York, New York.


                                      F-39
<PAGE>

         Future  minimum  lease  payments  under these leases as of December 31,
2004 are approximately as follows:

                  Year Ending December 31,
                  ------------------------
                           2005                            $   614,000
                           2006                                580,000
                           2007                                490,000
                           2008                                255,000
                    2009 and thereafter                             --
                                                           -----------
                           Total                           $ 1,939,000
                                                           ===========

      Total rental  expense  under these leases was  $1,415,000,  $567,000,  and
$610,000 in fiscal  2004,  2003,  and 2002,  respectively.  The expense for 2004
includes  $510,000  relating to the accrual for rent  payable as a result of the
Company's  abandonment of its office facilities in Florida and its former office
space in New York City. The expense for 2004 also includes  $343,000 relating to
a settlement with a landlord for premises located at 55 Water Street,  New York,
NY that the Company intended to occupy but did not.


                                      F-40
<PAGE>

NOTE 10 - INCOME TAXES

      As of December 31, 2004,  the Company has net  operating  loss (NOL) carry
forwards of approximately $60.6 million,  which expire in the years 2005 through
2020. The  utilization of the NOL carry forward is  significantly  limited on an
annual basis for net operating loss carry forwards  generated prior to September
1996, due to an effective  change in control,  which occurred as a result of the
1996 private placement. As a result of the significant sale of securities during
1999, the company's net operating loss carry forwards will be further limited in
the future due to those changes in control.  The Company also has a deferred tax
liability of approximately  $855,000 related to intangibles  being amortized for
tax but not for book  purposes.  The Company has concluded it is currently  more
likely  than  not  that it will not  realize  its net  deferred  tax  asset  and
accordingly has established a valuation  allowance of approximately  $34 million
at  December  31,  2004.  The  change in the  valuation  allowance  for 2004 was
approximately $14.8 million.

NOTE 11 - EMPLOYEE BENEFIT PLAN

      Employees are eligible to participate in the company's 401(k)  retirement.
Payroll deductions are taken out of payroll checks and are considered  "pre-tax"
dollars.  Employees may elect (in writing) at any time that their  participation
be  "suspended",  however,  they may only  apply  for  re-enrollment  quarterly.
Employees  may elect up to a 15%  contribution.  There  currently is no employer
match policy.


                                      F-41
<PAGE>

NOTE 12- SUMMARIZED QUARTERLY RESULTS (Unaudited)

The following table presents unaudited operating results for each quarter within
the two most recent years. The Company  believes that all necessary  adjustments
consisting  only of  normal  recurring  adjustments  have been  included  in the
amounts stated below to present fairly the following quarterly results when read
in  conjunction  with the financial  statements.  Results of operations  for any
particular quarter are not necessarily indicative of results of operations for a
full fiscal year. (amounts in thousands except per share data):

<TABLE>
<CAPTION>
                                                First      Second       Third      Fourth
                                               Quarter     Quarter     Quarter     Quarter
                                              --------------------------------------------
<S>                                           <C>         <C>         <C>         <C>
Year ended December 31, 2004
     Revenues                                 $     39    $     61    $     94    $     70
     Operating expenses                         (6,472)     (8,061)     (7,260)     (5,781)
     Interest & other financing costs              (11)       (525)     (8,589)     (9,202)
     Loss from discontinued operations             (78)        (67)     (3,949)         --
     Disproportionate deemed dividends            (143)       (698)       (149)        (44)
     Beneficial conversion feature discount
     Net loss applicable                      --------------------------------------------
        to common stockholders                $ (6,665)   $ (9,290)   $(19,853)   $(14,957)
                                              ============================================
     Basic and diluted loss per share (1)        (2.65)      (3.25)      (5.89)      (2.96)

Year ended December 31, 2003
     Revenues                                 $    173    $     --    $      1    $     17
     Operating expenses                         (2,625)     (2,473)     (4,923)     (7,370)
     Interest & other financing costs                5        (131)       (502)     (9,202)
     Loss from discontinued operations              --          --          --        (109)
     Disproportionate deemed dividends          (1,133)         --        (113)       (780)
     Beneficial conversion feature discount                                         (2,156)
     Net loss applicable                      --------------------------------------------
        to common stockholders                $ (3,580)   $ (2,604)   $ (5,537)   $(19,600)
                                              ============================================
     Basic and diluted loss per share (1)        (2.71)      (1.90)      (3.65)     (10.84)
</TABLE>

(1)  Earnings per share are computed independently for each quarter and the full
     year based upon respective average shares outstanding.  Therefore,  the sum
     of the  quarterly  net earnings per share  amounts may not equal the annual
     amounts reported.


                                      F-42
<PAGE>

NOTE 13 - SUBSEQUENT EVENTS

      On January  12,  2005,  the Company  entered  into a  securities  purchase
agreement with DKR Soundshore Oasis Holding Fund Ltd.,  Harborview  Master Fund,
L.P. and Platinum  Partners Value  Arbitrage Fund,  L.P., each an  institutional
investor, pursuant to which the Company agreed to sell, and the investors agreed
to purchase, 8% convertible  redeemable debentures in the aggregate amount of up
to  $4,000,000  and  five-year  warrants to purchase up to  1,666,667  shares of
common stock at an exercise price of $2.40.  The debentures are convertible into
common  stock of the Company at an initial  conversion  price of $2.40.  A first
closing of  $2,000,000  occurred  on January  13,  2005 and a second  closing of
$2,000,000  shall occur upon the  completion of certain  closing  conditions set
forth in the securities purchase  agreement.  The Company is obligated to redeem
one-fifth of the principal and interest  amount on the debentures in cash or, at
the  option of the  Company,  shares of common  stock,  on the first day of each
month,  commencing  on the earlier of (a) May 12,  2005,  and (b) the first date
following the 20th day after the effective  date of the  registration  statement
registering   for  resale  the  securities   issuable  upon  conversion  of  the
debentures,  and  ending  upon the full  redemption  of the  debentures.  If the
Company  elects to make  redemption  payments  in shares  of common  stock,  the
principal  amount is  convertible  based upon a  conversion  price  equal to the
lesser of the initial conversion price or 85% of the average of the three lowest
closing bid prices for the  Company's  common  stock  during the 20 trading days
immediately prior to the monthly  redemption date. The Company is also obligated
to pay 8% in interest on the outstanding  principal on the debentures (i) on the
effective date on which the debentures are converted into shares of common stock
of the Company,  (ii) on each monthly  redemption  date or (iii) on the maturity
date, at the interest conversion rate.

      Assuming the maximum  amount of $4,000,000  is purchased,  the Company has
agreed  to issue to the  investors  additional  investment  rights  to  purchase
additional  debentures  in the  aggregate  principal  amount of up to $1,320,000
along with five year warrants to purchase an aggregate of 550,000  shares of the
Company's  common  stock,  on the same  terms  and  conditions  as the  original
debentures  and warrants.  The  debentures and warrants are subject to customary
protection against dilution.

      As a result of the first closing,  previously issued and outstanding notes
of the Company in the aggregate principal amount of $452,000, plus interest, are
automatically  convertible  into one  hundred  and twenty  percent of  principal
amount of  debentures,  together with  warrants,  of the Company having the same
terms and  conditions as set forth above.  In addition,  upon each closing,  the
Company's  financial  advisor is entitled to receive a warrant to purchase seven
percent of the shares of common  stock  issued or issuable  upon  conversion  or
exercise of the debentures and warrants at an exercise price of $2.40.

      The sale of the  debentures  and warrants,  the issuance of debentures and
warrants to the  outstanding  noteholders,  and the  issuance of warrants to the
financial advisor,  was made in accordance with the exemptions from registration
provided for under Section 4(2) of the Securities  Act of 1933, as amended,  and
Rule 506 of  Regulation  D  promulgated  thereunder.  The  Company has agreed to
register  with  the  SEC  125% of the  shares  of  common  stock  issuable  upon
conversion of principal and interest  under the  debentures and upon exercise of
the  warrants.  In the  event  that the  Company  fails  to file a  registration
statement  with the SEC by February 3, 2005,  or in the event such  registration
statement is filed but is not  declared  effective by the SEC by April 30, 2005,
then  the  Company  will be  obligated  to pay the  holders  of the  registrable
securities  liquidated  damages equal to 1.5% of their total investment for each
30 day period until the registration  statement is filed or declared  effective.
The Company expects to file the  registration  statement in early April 2005 and
will accrue its  obligation to the investors in its  financial  statements.  The
Company  has  agreed  to keep the  registration  statement  effective  until the
earlier  of (i) the date  upon  which all  shares  covered  by the  registration
statement  have been sold, or (ii) the date when all such shares are eligible to
be sold without volume  restrictions  under Rule 144(k) of the Securities Act of
1933.


                                      F-43
<PAGE>

      On January  12,  2005,  the Company  entered  into a  securities  purchase
agreement  (the  "Equity  Line  Agreement")  with each of Yokuzuna  Holdings and
Harborview Master Fund, L.P., two institutional  investors,  whereby, subject to
certain closing  conditions and other criteria being met, such investors  agreed
to provide an equity line of credit to the Company (the "Equity Line Financing")
to purchase from the Company an aggregate  amount of up to  $25,000,000  through
the issuance of shares of common stock by the Company to the investors. Since at
least one of the investors  which is a party to the Equity Line  Agreement  also
owns Convertible  debentures issued by the company with a fluctuating conversion
or redemption  price, the investor could  potentially  affect the terms on which
the investor  could  purchase the shares of common stock  underlying  the Equity
Line Financing  through  conversion or redemption of Convertible  debentures and
the sale of shares of common stock acquired  following  conversion or redemption
of the  Convertible  debentures  into the  public  marketplace.  Therefore,  the
investor is considered not to be irrevocably  bound to purchase shares of common
stock and the Equity Line  Financing  does not constitute a viable means for the
Company  to  obtain  capital  under  current   interpretations  of  the  federal
securities laws by the SEC relating to "equity line" financing arrangements.  As
a result,  the Company  will not be able to register  the shares of common stock
underlying  the  Equity  Line  Financing  or draw down under the line of credit.
Therefore the Company has  determined  not to seek  stockholder  approval of the
Equity Line Financing on its definitive  proxy  statement  filed with the SEC on
March 16, 2005.  Although there can be no assurances  that this will occur,  the
Company may determine to seek stockholder  approval of the Equity Line Financing
in the future in the event the investors who own the  Convertible  debentures no
longer own any of these  securities or if a new investor  unaffiliated  with the
current investors agrees to participate in the Equity Line Financing.

      In 2003,  the Company formed a wholly-owned  subsidiary,  LifeRamp  Family
Financial,  Inc.  ("LifeRamp"),  in Utah  that  has not yet  commenced  business
operations.  LifeRamp's  business purpose is the making of non-recourse loans to
terminally ill cancer patients secured by their life insurance policies. In July
2004, the Company  decided to  indefinitely  delay the  commencement of business
operations  of  LifeRamp   while   exploring   financing   and  other   possible
alternatives. Subsequently in October 2004, the Company ceased all operations at
LifeRamp and is actively pursuing  alternatives for its LifeRamp investment.  In
January 2005, the Company began exploring  options for capitalizing the LifeRamp
business  separately  from the  Company  or  spinning  off all or a  portion  of
LifeRamp.  In February 2005, LifeRamp received $300,000 in bridge financing from
investors in contemplation of such a transaction. The LifeRamp business is using
the proceeds from the bridge  financing to fund operations  while it pursues the
strategic  recapitalization.  This bridge  financing is solely an  obligation of
LifeRamp and the Company is neither an obligor nor  guarantor  of the debt.  The
$300,000  bridge  financing was in the form of  convertible  notes sold to three
entities. There can be no assurance that the Company will complete a transaction
that will recoup its initial investment or any portion thereof.


                                      F-44
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    RAMP CORPORATION

                                    By:  /s/ Andrew Brown
                                         ---------------------------------------
                                         Andrew Brown
                                         Chairman, Chief Executive Officer
                                         and President


                                    Dated: March 30, 2005

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                   Title                                 Date
----------                  ------                                -----

/s/ Andrew Brown            Chairman, Chief Executive Officer,    March 30, 2005
----------------            President and Director
Andrew Brown                (Principal Executive Officer)

/s/ Ron Munkittrick         Principal Financial and               March 30, 2005
-------------------         Accounting Officer
Ron Munkittrick

/s Steven A. Berger         Director                              March 30, 2005
-------------------
Steven A. Berger

/s/ Steve Shorr             Director                              March 30, 2005
---------------
Steve Shorr

/s/ Tony Soich              Director                              March 30, 2005
--------------
Tony Soich

/s/ Jeffrey A. Stahl        Director                              March 30, 2005
--------------------
Jeffrey A. Stahl
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
No.                                 Description
-------                            ------------

2.1         Agreement  and Plan of  Merger,  dated  December  17,  2003 of Medix
            Resources,  Inc., a Colorado corporation,  into Ramp Corporation,  a
            Delaware  corporation (the "Company"),  incorporated by reference to
            Annex A to the Company's  definitive Proxy Statement on Schedule 14A
            filed with the SEC on November 6, 2003.

3.1.1       Restated  Certificate of Incorporation of the Company,  incorporated
            by reference to Annex B to the Company's  Definitive Proxy Statement
            on Schedule 14A filed with the SEC on November 6, 2003.

3.1.2       Certificate of Designation of Series A Convertible  Preferred Stock,
            incorporated   by  reference   to  Exhibit  3.1  to  the   Company's
            Registration  Statement  on Form S-3,  filed with the SEC on January
            30, 2004.

3.1.3       Certificate   of   Amendment   of  the   Restated   Certificate   of
            Incorporation of the Company.*

3.2         By-Laws of the Company,  incorporated by reference to Annex C to the
            Company's  definitive Proxy Statement on Schedule 14A filed with the
            SEC on November 6, 2003.

4.1         Form of  specimen  certificate  for  common  stock  of the  Company,
            incorporated  by reference to Exhibit 4.1 to the Company's Form 10-K
            filed with the SEC on April 14, 2004.

4.2         Form of 1996 Unit Warrant,  incorporated by reference to Exhibit 4.1
            to Amendment No. 1 to the  Registration  Statement of the Company on
            Form S-3 filed with the SEC on October 10, 1996.

4.3         Form of Warrant  issued with the 1999 Series A, B, and C Convertible
            Preferred  Stock,  incorporated  by  reference to Exhibit 4.7 to the
            Company's Form 10-KSB, filed with the SEC on March 30, 2000.

4.4         Amended and  Restated  Warrant to Purchase  Common  Stock  issued to
            WellPoint Pharmacy  Management,  dated September 8, 1999 and amended
            February 18, 2002,  incorporated by reference to Exhibit 10.7 to the
            Company's Amendment No.1 to Registration Statement on Form S-2 (Reg.
            No. 333-73572), filed with the SEC on February 28, 2002.

4.5         Form of Warrant issued with the 2002 private placement of stock with
            warrants,  incorporated by reference to Exhibit 4.5 to the Company's
            Form 10-K, filed with the SEC on March 27, 2003.

4.6         Registration Rights Agreement, dated as of November 7, 2003, between
            Medix Resources,  Inc. and The Duncan Group,  Inc.,  incorporated by
            reference  to Exhibit 4.1 to the  Company's  Form 8-K filed with the
            SEC on November 19, 2003.

4.7         Form of Warrant Modification Agreement,  dated as of April 21, 2003,
            incorporated  by reference to Exhibit 4.7 to the Company's Form 10-K
            filed with the SEC on April 14, 2004.
<PAGE>

4.8         Form of Warrant Amendment, dated as of October 1, 2002, incorporated
            by  reference to Exhibit 4.8 to the  Company's  Form 10-K filed with
            the SEC on April 14, 2004.

4.9         Securities Purchase Agreement,  dated April 11, 2003 relating to the
            7% Convertible  Debentures Series 03 Due October 11, 2004 (including
            Annex I (form of Debenture),  Annex IV (form of Registration  Rights
            Agreement)  Annex V  (Company  disclosure  Materials)  ands Annex VI
            (form of Warrant),  incorporated  by reference to Exhibit 4.1 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            June 23, 2003.

4.10        Securities Purchase Agreement, dated May 12, 2003 relating to the 7%
            Convertible  Debentures Series 03-2 Due November 12, 2004 (including
            Annex I (form of Debenture),  Annex IV (form of Registration  Rights
            Agreement) and Annex V (Company disclosure Materials),  incorporated
            by reference to Exhibit 4.2 to the Company's  Registration Statement
            on Form S-3, filed with the SEC on June 23, 2003.

4.11        Securities Purchase  Agreement,  dated June 12, 2003 relating to the
            7%  Convertible   Debentures  Series  03-3  Due  December  12,  2004
            (including   Annex  I  (form  of  Debenture),   Annex  IV  (form  of
            Registration  Rights  Agreement)  and  Annex V  (Company  disclosure
            Materials),   incorporated  by  reference  to  Exhibit  4.3  to  the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            June 23, 2003.

4.12        Form of Warrants  issued to the  placement  agent of the Series 03-2
            Debentures or its  designees,  incorporated  by reference to Exhibit
            4.4 to the Company's  Registration Statement on Form S-3, filed with
            the SEC on June 23, 2003.

4.13        Form of Warrants  issued to the  placement  agent of the Series 03-3
            Debentures or its  designees,  incorporated  by reference to Exhibit
            4.5 to the Company's  Registration Statement on Form S-3, filed with
            the SEC on June 23, 2003.

4.14        Warrant,  dated  October  2,  2003,  issued to  Heather  Urich at an
            exercise price of $0.50,  incorporated  by reference to Exhibit 4.14
            to the Company's Form 10-K filed with the SEC on April 14, 2004.

4.15        Warrant,  dated  October  2,  2003,  issued to  Heather  Urich at an
            exercise price of $0.01,  incorporated  by reference to Exhibit 4.15
            to the Company's Form 10-K filed with the SEC on April 14, 2004.

4.16        Form  of  Series  03  7%  Convertible  Debenture,   incorporated  by
            reference to Exhibit 4.1 to the Company's  Registration Statement on
            Form S-3, filed with the SEC on November 26, 2003.

4.17        Note and Warrant  Purchase  Agreement,  dated as of October 28, 2003
            relating  to the 7%  Convertible  Promissory  Notes by and among the
            Company and the Purchasers named therein,  incorporated by reference
            to Exhibit 4.2 to the Company's  Registration Statement on Form S-3,
            filed with the SEC on November 26, 2003.

4.18        Form of  Convertible  Promissory  Note,  dated October 28, 2003, due
            March 27,  2005  incorporated  by  reference  to Exhibit  4.3 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            November 26, 2003.
<PAGE>

4.19        Form of Warrant,  dated October 28, 2003,  incorporated by reference
            to Exhibit 4.4 to the Company's  Registration Statement on Form S-3,
            filed with the SEC on November 26, 2003.

4.20        Registration  Rights Agreement,  dated October 28, 2003 by and among
            the  Company  and the  Purchasers  named  therein,  incorporated  by
            reference to Exhibit 4.5 to the Company's  Registration Statement on
            Form S-3, filed with the SEC on November 26, 2003.

4.21        Form of  Warrant  issued to the  placement  agent or its  designees,
            incorporated   by  reference   to  Exhibit  4.6  to  the   Company's
            Registration  Statement on Form S-3,  filed with the SEC on November
            26, 2003.

4.22        Form of Exchange Agreement, dated November 15, 2003, incorporated by
            reference to Exhibit 4.7 to the Company's  Registration Statement on
            Form S-3, filed with the SEC on November 26, 2003.

4.23        Series A  Convertible  Preferred  Stock  Purchase  Agreement,  dated
            December  31,  2003,  relating  to the sale of Series A  Convertible
            Preferred  Stock  between  the Company  and Canon  Ventures  Limited
            ("Canon"),  incorporated  by  reference  to the  Exhibit  4.1 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            January 30, 2004.

4.24        Form of  Warrant  issued  to Canon at an  exercise  price of  $0.70,
            incorporated  by  reference  to the  Exhibit  4.2  to the  Company's
            Registration  Statement  on Form S-3,  filed with the SEC on January
            30, 2004.

4.25        Form of  Warrant  issued  to Canon at an  exercise  price of  $0.61,
            incorporated  by  reference  to the  Exhibit  4.3  to the  Company's
            Registration  Statement  on Form S-3,  filed with the SEC on January
            30, 2004.

4.26        Form of Warrant issued to vFinance Investments,  Inc. at an exercise
            price of $0.61,  incorporated by reference to the Exhibit 4.4 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            January 30, 2004.

4.27        Form of Warrant  issued to David  Stefansky at an exercise  price of
            $0.61,  incorporated  by reference to the Exhibit 5 to the Company's
            Registration  Statement  on Form S-3,  filed with the SEC on January
            30, 2004.

4.28        Form of Warrant issued to Richard  Rosenblum at an exercise price of
            $0.61,  incorporated  by reference to the Exhibit 6 to the Company's
            Registration  Statement  on Form S-3,  filed with the SEC on January
            30, 2004.

4.29        Registration Rights Agreement,  dated December 31, 2003, between the
            Company and Canon, incorporated by reference to the Exhibit 9 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            January 30, 2004.

4.30        Consulting  Agreement,  dated as of  October 1,  2002,  between  the
            Company  and Mr.  Benjamin  Mayer,  as amended on  December  4, 2003
            incorporated  by  reference  to  the  Exhibit  10 to  the  Company's
            Registration  Statement  on Form S-3,  filed with the SEC on January
            30, 2004.
<PAGE>

4.31        Form of  Warrant  issued to Mayer &  Associates  LLC at an  exercise
            price of $0.61,  incorporated  by reference to the Exhibit 11 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            January 30, 2004.

4.32        Form of  Warrant  issued to Mayer &  Associates  LLC at an  exercise
            price of $0.30,  incorporated  by reference to the Exhibit 12 to the
            Company's  Registration Statement on Form S-3, filed with the SEC on
            January 30, 2004.

4.33        Form of Stock  Purchase  Agreement and Warrant issued to each of the
            investors in connection with the private  placement  incorporated by
            reference to the Exhibit 13 to the Company's  Registration Statement
            on Form S-3, filed with the SEC on January 30, 2004.

4.34        Form of Common Stock and Warrant  Purchase  Agreement dated March 4,
            2004 issued to each of the investors in connection  with the private
            placement  of the  Company's  securities  ("March  2004  Offering"),
            incorporated by reference to Exhibit 4.34 to the Company's Form 10-K
            filed with the SEC on April 14, 2004.

4.35        Form of  Registration  Rights  Agreement  between  Ramp  Corporation
            vFinance  Investments,  Inc. and each of the investors in connection
            with the March 2004 Offering,  incorporated  by reference to Exhibit
            4.35 to the  Company's  Form  10-K  filed  with the SEC on April 14,
            2004.

4.36        Form  of  Warrant   issued  March  5,  2004  to  investors  and  the
            distributor in connection with the March 2004 Offering, incorporated
            by reference to Exhibit 4.36 to the  Company's  Form 10-K filed with
            the SEC on April 14, 2004.

4.37        Note and  Warrant  Purchase  Agreement,  dated as of July 14,  2004,
            relating to the sale of convertible  promissory notes by and between
            the  Company,  Cottonwood  Ltd.  and Willow  Bend  Management  Ltd.,
            incorporated   by  reference   to  Exhibit  4.1  to  the   Company's
            Registration  Statement  on Form S-3 filed with the SEC on September
            24, 2004.

4.38        Convertible Promissory Note dated July 14, 2004 issued to Cottonwood
            Ltd. in the aggregate  principal amount of $2,100,000,  incorporated
            by reference to Exhibit 4.2 to the Company's  Registration Statement
            on Form S-3 filed with the SEC on September 24, 2004.

4.39        Convertible  Promissory  Note dated July 14,  2004  issued to Willow
            Bend   Management  Ltd.  in  the  aggregate   principal   amount  of
            $2,100,000,   incorporated  by  reference  to  Exhibit  4.3  to  the
            Company's  Registration  Statement on Form S-3 filed with the SEC on
            September 24, 2004.

4.40        Convertible  Promissory  Note dated July 14,  2004 issued to Hilltop
            Services,  Ltd. in the  aggregate  principal  amount of  $1,920,000,
            incorporated   by  reference   to  Exhibit  4.4  to  the   Company's
            Registration  Statement  on Form S-3 filed with the SEC on September
            24, 2004.

4.41        Warrant  dated July 14, 2004 issued to each of  Cottonwood  Ltd. and
            Willow Bend  Management  Ltd. at an exercise price of $0.11 cents. ,
            incorporated   by  reference   to  Exhibit  4.5  to  the   Company's
            Registration  Statement  on Form S-3 filed with the SEC on September
            24, 2004.

4.42        Warrant  dated July 14, 2004 issued to each of  Cottonwood  Ltd. and
            Willow Bend  Management  Ltd. at an exercise  price of $0.15  cents,
            incorporated   by  reference   to  Exhibit  4.6  to  the   Company's
            Registration  Statement  on Form S-3 filed with the SEC on September
            24, 2004.
<PAGE>

4.43        Warrant  dated July 14, 2004 issued to each of  Cottonwood  Ltd. and
            Willow Bend  Management  Ltd. at an exercise  price of $0.35  cents,
            incorporated   by  reference   to  Exhibit  4.7  to  the   Company's
            Registration  Statement  on Form S-3 filed with the SEC on September
            24, 2004.

4.44        Warrant  dated July 14, 2004 issued to each of  Cottonwood  Ltd. and
            Willow Bend  Management  Ltd. at an exercise  price of $0.40  cents,
            incorporated   by  reference   to  Exhibit  4.8  to  the   Company's
            Registration  Statement  on Form S-3 filed with the SEC on September
            24, 2004.

4.45        Warrant dated July 14, 2004 issued to Hilltop  Services,  Ltd. at an
            exercise price of $0.11 cents,  incorporated by reference to Exhibit
            4.9 to the Company's  Registration  Statement on Form S-3 filed with
            the SEC on September 24, 2004.

4.46        Warrant dated July 14, 2004 issued to Hilltop  Services,  Ltd. at an
            exercise price of $0.15 cents,  incorporated by reference to Exhibit
            4.10 to the Company's  Registration Statement on Form S-3 filed with
            the SEC on September 24, 2004.

4.47        Warrant dated July 14, 2004 issued to Hilltop  Services,  Ltd. at an
            exercise price of $0.35 cents,  incorporated by reference to Exhibit
            4.11 to the Company's  Registration Statement on Form S-3 filed with
            the SEC on September 24, 2004.

4.48        Warrant dated July 14, 2004 issued to Hilltop  Services,  Ltd. at an
            exercise price of $0.40 cents,  incorporated by reference to Exhibit
            4.12 to the Company's  Registration Statement on Form S-3 filed with
            the SEC on September 24, 2004.

4.49        Warrant dated July 14, 2004 issued to Redwood Capital Partners, Inc.
            at an exercise  price of $0.11 cents,  incorporated  by reference to
            Exhibit  4.13 to the  Company's  Registration  Statement on Form S-3
            filed with the SEC on September 24, 2004.

4.50        Warrant dated July 14, 2004 issued to Redwood Capital Partners, Inc.
            at an exercise  price of $0.15 cents,  incorporated  by reference to
            Exhibit  4.14 to the  Company's  Registration  Statement on Form S-3
            filed with the SEC on September 24, 2004.

4.51        Warrant dated July 14, 2004 issued to Redwood Capital Partners, Inc.
            at an exercise  price of $0.35 cents,  incorporated  by reference to
            Exhibit  4.15 to the  Company's  Registration  Statement on Form S-3
            filed with the SEC on September 24, 2004.

4.52        Warrant dated July 14, 2004 issued to Redwood Capital Partners, Inc.
            at an exercise  price of $0.40 cents,  incorporated  by reference to
            Exhibit  4.16 to the  Company's  Registration  Statement on Form S-3
            filed with the SEC on September 24, 2004.

4.53        Warrants dated August 18, 2004 issued to Mr. Richard Rosenblum at an
            exercise price of $0.18 cents,  incorporated by reference to Exhibit
            4.17 to the Company's  Registration Statement on Form S-3 filed with
            the SEC on September 24, 2004.

4.54        Warrants  dated August 18, 2004 issued to Mr. David  Stefansky at an
            exercise price of $0.18 cents,  incorporated by reference to Exhibit
            4.18 to the Company's  Registration Statement on Form S-3 filed with
            the SEC on September 24, 2004.
<PAGE>

4.55        Letter  Agreement,  dated as of July 14,  2004,  by and  between the
            Company and Hilltop  Services,  Ltd.,  incorporated  by reference to
            Exhibit  4.19 to the  Company's  Registration  Statement on Form S-3
            filed with the SEC on September 24, 2004.

4.56        Settlement  Agreement  and Release,  dated as of August 20, 2004, by
            and between the Company and Clinton  Group,  Inc.,  incorporated  by
            reference to Exhibit 4.25 to the Company's Registration Statement on
            Form S-3 filed with the SEC on September 24, 2004.

10.1        Incentive  Stock Option Plan,  adopted May 5, 1988,  incorporated by
            reference  to Exhibit No.  10.2.1 of the  Registration  Statement on
            Form SB-2 (Reg. No. 33-81582-D), filed with the SEC on July 14, 1994
            (the "1994 Registration Statement").

10.2        Omnibus  Stock  Option  Plan,  adopted  effective  January  1, 1994,
            incorporated  by  reference  to  Exhibit  No.  10.2.2  of  the  1994
            Registration Statement.

10.3        1996  Stock  Incentive  Plan,  adopted  by the  Company's  Board  of
            Directors on November 27, 1996, incorporated by reference to Exhibit
            10.2.3 to the Company's  Form 10-KSB filed with the SEC on March 30,
            1998.

10.4        1999 Stock Option Plan,  adopted by the Company's Board of Directors
            on August 16, 1999, as amended, incorporated by reference to Exhibit
            10.2.4 to the Company's  Form 10-KSB filed with the SEC on March 21,
            2001.

10.5        2003  Stock  Incentive  Plan,  adopted  by the  Company's  Board  of
            Directors on February 10, 2003, incorporated by reference to Annex D
            to the Company's  definitive  Proxy  Statement on Schedule 14A filed
            with the SEC on April 11, 2003.

10.6        2004  Stock  Incentive  Plan,  adopted  by the  Company's  Board  of
            Directors on October 7, 2003, incorporated by reference to Exhibit F
            to the Company's  definitive  Proxy  Statement on Schedule 14A filed
            with the SEC on November 6, 2003.

10.7        2003 Consultants  Stock Option,  Stock Warrant and Stock Award Plan,
            adopted by the  Company's  Board of  Directors  on October 31, 2003,
            incorporated  by reference to Exhibit G to the Company's  definitive
            Proxy  Statement  on Schedule  14A filed with the SEC on November 6,
            2003.

10.8        Form of  Non-Plan  Option  Agreement  issued  to five  directors  on
            November 20, 2002,  incorporated  by reference to Exhibit  10.1.5 to
            the Company's Form 10-K, filed with the SEC on March 27, 2003.

10.9        Form of Incentive Stock Option  Agreement  issued to employees under
            the 1999 Stock  Option  Plan,  incorporated  by reference to Exhibit
            10.9 to the  Company's  Form  10-K  filed  with the SEC on April 14,
            2004.

10.10       Form of Incentive Stock Option  Agreement  issued to employees under
            the 2003 Stock Incentive Plan,  incorporated by reference to Exhibit
            10.10 to the  Company's  Form 10-K  filed  with the SEC on April 14,
            2004.
<PAGE>

10.11       Form of Non-Qualified Stock Option Agreement issued to employees,  a
            consultant  and  directors  under  the 2003  Stock  Incentive  Plan,
            incorporated  by reference to Exhibit  10.11 to the  Company's  Form
            10-K filed with the SEC on April 14, 2004.

10.12       Employment  Agreement between the Company and James Q. Gamble, dated
            as of December 9, 2002, incorporated by reference to Exhibit 10.3 to
            the Company's Form 10-K, filed with the SEC on March 27, 2003.

10.13       Employment  Agreement between the Company and Mark W. Lerner,  dated
            as of July 1, 2002, incorporated by reference to Exhibit 10.3 to the
            Company's Form 10-Q, filed with the SEC on August 20, 2002.

10.14       Employment  Agreement  between the  Company  and Bryan R.  Ellacott,
            dated as of March 1, 2002, incorporated by reference to Exhibit 10.6
            to the Company's Form 10-Q, filed with the SEC on August 20, 2002.

10.15       Employment Agreement between the Company and John R. Prufeta,  dated
            as of February 1, 2002, incorporated by reference to Exhibit 10.5 to
            the Company's Form 10-K filed with the SEC on March 31, 2002.

10.16       Separation Agreement between the Company and John R. Prufeta,  dated
            December 20, 2002,  incorporated by reference to Exhibit 10.8 to the
            Company's Form 10-K, filed with the SEC on March 27, 2003.

10.17       Employment  Agreement  between the Company and Patricia A. Minicucci
            dated as of February 15, 2002,  incorporated by reference to Exhibit
            10.4 to the  Company's  Form 10-Q,  filed with the SEC on August 20,
            2002.

10.18       Employment  Agreement between the Company and Louis Hyman,  dated as
            of October 1, 2003,  incorporated  by reference to Exhibit  10.18 to
            the Company's Form 10-K filed with the SEC on April 14, 2004.

10.19       Employment  Agreement between the Company and Paul Hessinger,  dated
            as of June 1, 2003,  incorporated  by reference to Exhibit  10.19 to
            the Company's Form 10-K filed with the SEC on April 14, 2004.

10.20       Employment  Agreement  between the  Company  and  Mitchell M. Cohen,
            dated as of November 17, 2003,  incorporated by reference to Exhibit
            10.20 to the  Company's  Form 10-K  filed  with the SEC on April 14,
            2004.

10.21       Employment  Agreement between the Company and Darryl R. Cohen, dated
            as of July 11, 2003,  incorporated  by reference to Exhibit 10.21 to
            the Company's Form 10-K filed with the SEC on April 14, 2004.

10.22       Employment Agreement between the Company and External Affairs, Inc.,
            dated as of July 1, 2003, incorporated by reference to Exhibit 10.22
            to the Company's Form 10-K filed with the SEC on April 14, 2004.

10.23       Employment  Agreement between the Company and Nancy L. Duncan, dated
            as of November 7, 2003,  incorporated  by reference to Exhibit 10.23
            to the Company's Form 10-K filed with the SEC on April 14, 2004.

10.24       Separation  Agreement  between the Company and  Patricia  Minicucci,
            dated December 12, 2002,  incorporated by reference to Exhibit 10.10
            to the Company's Form 10-K, filed with the SEC on March 27, 2003.
<PAGE>

10.25       Employment  Agreement between the Company and Ronald C. Munkittrick,
            dated as of October 12, 2004,  incorporated  by reference to Exhibit
            10.2 to the Company's Form 10-Q,  filed with the SEC on November 15,
            2004.

10.26       Asset Purchase  Agreement  among Ramp  Corporation and Berdy Medical
            Systems, Inc., dated October 18, 2004,  incorporated by reference to
            Exhibit  10.1 to the  Company's  Form  10-Q,  filed  with the SEC on
            November 15, 2004.

10.27       Securities  Purchase  Agreement,  dated  February 19, 2002,  between
            Medix   Resources,   Inc.  and  WellPoint   Health   Networks  Inc.,
            incorporated by reference to Exhibit 10.8 to the Company's Amendment
            No.1 to  Registration  Statement on Form S-2 (Reg.  No.  333-73572),
            filed with the SEC on February 28, 2002.

10.28       General  Security  Agreement,  dated February 19, 2002,  among Medix
            Resources,   Inc.,  Cymedix  and  WellPoint  Health  Networks  Inc.,
            incorporated by reference to Exhibit 10.9 to the Company's Amendment
            No.1 to  Registration  Statement  on Form S-2 (Reg.  No.  333-73572)
            filed with the SEC on February 28, 2002.

10.29       Agreement,  dated as of October 18, 2001,  between Medix  Resources,
            Inc. and Merck-Medco Managed Care, L.L.C., incorporated by reference
            to Exhibit  10.2 to the  Company's  Amendment  No.1 to  Registration
            Statement on Form S-2 (Reg.  No.  333-73572),  filed with the SEC on
            February  28,  2002.  (Portions  of this  Exhibit  have been omitted
            pursuant  to a request  for  confidential  treatment  filed with the
            Office of the Secretary of the SEC).

10.30       Vendor Services  Agreement,  dated as of September 28, 2001, between
            Medix  Resources,  Inc. and Express Scripts,  Inc.,  incorporated by
            reference  to  Exhibit  10.3  to the  Company's  Amendment  No.1  to
            Registration Statement on Form S-2 (Reg. No. 333-73572),  filed with
            the SEC on February  28,  2002.  (Portions of this Exhibit have been
            omitted pursuant to a request for confidential  treatment filed with
            the SEC).

10.31       Binding  Letter of Intent for Pilot and Production  Programs,  dated
            September  8, 1999,  between  Medix  Resources,  Inc.,  Cymedix  and
            Professional   Claims  Services,   Inc.  (d/b/a  WellPoint  Pharmacy
            Management),  incorporated  by  reference  to  Exhibit  10.1  to the
            Company's Form 10-Q filed with the SEC on August 20, 2002.

10.32       Pilot Agreement,  dated as of December 28, 1999, between Cymedix and
            Professional   Claims  Services,   Inc.  (d/b/a  WellPoint  Pharmacy
            Management),  incorporated  by  reference  to  Exhibit  10.2  to the
            Company's Form 10-Q filed with the SEC on August 20, 2002.

10.33       Registration  Rights  Agreement,  dated  March 4,  2003,  between T3
            Group, LLC and Medix Resources,  Inc.,  incorporated by reference to
            Exhibit  10.22 to the  Company's  Form  10-K,  filed with the SEC on
            March 27, 2003.

10.34       Asset  Purchase  Agreement  among Medix  Resources,  Inc.,  Comdisco
            Ventures,  Inc. and T3 Group, LLC, dated March 4, 2003, incorporated
            by reference to Exhibit 10.23 to the Company's  Form 10-K filed with
            the SEC on March 27, 2003.

10.35       Lease  between  SLG Graybar  Sublease,  LLC and the  Company,  dated
            January 17, 2002,  incorporated by reference to Exhibit 10.25 to the
            Company's Form 10-K filed with the SEC on March 31, 2002.
<PAGE>

10.36       Sublease between  International  Business  Machines  Corporation and
            Ramp Corporation, dated December 31, 2003, incorporated by reference
            to Exhibit  10.34 to the  Company's  Form 10-K filed with the SEC on
            April 14, 2004.

10.37       Assignment  and  Assumption of Lease,  dated as of November 7, 2003,
            between  Medix   Resources,   Inc.  and  The  Duncan   Group,   Inc,
            incorporated  by reference to Exhibit  10.35 to the  Company's  Form
            10-K filed with the SEC on April 14, 2004.

10.38       Agreement of Sublease,  dated May 5, 2003 between PNC Bank, National
            Association and Medix Resources,  Inc,  incorporated by reference to
            Exhibit 10.36 to the Company's Form 10-K filed with the SEC on April
            14, 2004.

10.39       Office/Showroom/Warehouse Lease Agreement, dated September 23, 2003,
            between  LifeRamp  Family  Financial,  Inc. and Drybern VI, Ltd. and
            Guaranty  of Lease,  dated  October 1, 2003,  between  LifeRamp  and
            Drybern VI, Ltd.  (Exhibit C),  incorporated by reference to Exhibit
            10.37 to the  Company's  Form 10-K  filed  with the SEC on April 14,
            2004.

10.40       Merger  Agreement,  dated as of December  19, 2002 among PS Purchase
            Corp.,  Medix  Resources,  Inc.,  PocketScript,  LLC and  Stephen S.
            Burns,  incorporated  by reference to Exhibit 99.1 to the  Company's
            Form 8-K, filed with the SEC on February 6, 2003.

10.41       Securities  Purchase  Agreement,  dated April 11, 2003 between Medix
            Resources,   Inc.  and  Bertrand  Overseas  Ltd.,   incorporated  by
            reference to Exhibit 10.25 to the Company's  8-K, filed with the SEC
            on April 15, 2003.

10.42       Agreement,  dated as of July 25, 2003 between Medix Resources,  Inc.
            and Laboratory  Corporation  of America  Holdings,  incorporated  by
            reference to Exhibit 99.1 to the  Company's  Form 8-K filed with the
            SEC on July 28, 2003.

10.43       Vendor  Services  Agreement  effective  as of July 17, 2003  between
            Medix  Resources,  Inc. and Express Scripts,  Inc.,  incorporated by
            reference to Exhibit 99.1 to the Company's  Form 8-K, filed with the
            SEC on August 12, 2003.

10.44       Asset Purchase Agreement, dated as of November 7, 2003 between Medix
            Resources,   Inc.  and  The  Duncan  Group,   Inc.  d/b/a  Frontline
            Physicians  Exchange and Frontline  Communications,  incorporated by
            reference to Exhibit 99.1 to the Company's  Form 8-K, filed with the
            SEC on November 19, 2003.

10.45       Nursing Home Licensing  Agreement,  dated as of May 1, 2004, between
            HealthRamp,  Inc. and Agawam Nursing LLC., incorporated by reference
            to Exhibit  10.43 to the  Company's  Form 10-K filed with the SEC on
            April 14, 2004.

10.46       Settlement and Termination Agreement,  dated April 25, 2004, between
            the  Company  and Darryl R.  Cohen,  incorporated  by  reference  to
            Exhibit 10.1 to the Company's  Form 10-Q filed with the SEC on April
            14, 2004.

10.47       Amendment  No. 1 dated as of June 1,  2004 to  Executive  Employment
            Agreement  dated as of  November  17,  2003  between the Company and
            Mitchell M. Cohen,  incorporated by reference to Exhibit 10.1 to the
            Company's Form 10-Q filed with the SEC on August 16, 2004.
<PAGE>

10.48       Amendment  No. 1 dated as of June 1,  2004 to  Executive  Employment
            Agreement  dated as of October 1, 2003 between the Company and Louis
            Hyman,  incorporated  by reference to Exhibit 10.2 to the  Company's
            Form 10-Q filed with the SEC on August 16, 2004.

10.49       Executive  Employment Agreement dated as of June 1, 2004 between the
            Company and Andrew Brown,  incorporated by reference to Exhibit 10.3
            to the Company's Form 10-Q filed with the SEC on August 16, 2004.

10.50       Promissory  Note  dated  May 19,  2004 in the  principal  amount  of
            $1,000,000 issued by the Company in favor of Canon Ventures Limited,
            incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q
            filed with the SEC on August 16, 2004.

10.51       Promissory  Note  dated  June 14,  2004 in the  principal  amount of
            $400,000  issued by the Company in favor of Canon Ventures  Limited,
            incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q
            filed with the SEC on August 16, 2004.

10.52       Promissory  Note  dated  June 28,  2004 in the  principal  amount of
            $250,000  issued by the Company in favor of Canon Ventures  Limited,
            incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q
            filed with the SEC on August 16, 2004.

10.53       Asset  Purchase  Agreement,  by and among the Company and The Duncan
            Group,  Inc.,  M.  David  Duncan  and Nancy L.  Duncan,  dated as of
            September 29, 2004,  incorporated by reference to Exhibit 2.1 to the
            Company's Form 8-K filed with the SEC on October 5, 2004.

10.54       2005  Stock  Incentive  Plan,  adopted  by the  Company's  Board  of
            Directors  on  September  15,  2004,  incorporated  by  reference to
            Appendix B to the Company's  definitive  Proxy Statement on Schedule
            14A filed with the SEC on October 18, 2004.

10.55       Letter Agreement,  dated October 6, 2004, by and between the Company
            and Willow Bend  Management  Ltd.,  ,  incorporated  by reference to
            Exhibit 99.1 to the Company's Form 8-K filed with the SEC on October
            19, 2004.

10.56       Letter Agreement,  dated October 6, 2004, by and between the Company
            and Cottonwood  Ltd.,  incorporated  by reference to Exhibit 99.2 to
            the Company's Form 8-K filed with the SEC on October 19, 2004.

10.57       Letter Agreement, dated October 12, 2004, by and between the Company
            and Hilltop Services Ltd., incorporated by reference to Exhibit 99.3
            to the Company's Form 8-K filed with the SEC on October 19, 2004.

10.58       Letter  Agreement,  dated  November  16,  2004,  by and  between the
            Company and Willow Bend Management Ltd.*

10.59       Letter  Agreement,  dated  November  16,  2004,  by and  between the
            Company and Cottonwood Ltd.*

10.60       Letter  Agreement,  dated  November  16,  2004,  by and  between the
            Company and Hilltop Services Ltd.*
<PAGE>

10.61       Convertible  Promissory Note, dated October 29, 2004, by and between
            the Company and Oakwood Financial  Services,  LLC.,  incorporated by
            reference to Exhibit 99.1 to the  Company's  Form 8-K filed with the
            SEC on November 4, 2004.

10.62       Warrant,  dated  October 29, 2004,  issued by the Company to Oakwood
            Financial Services,  LLC,  incorporated by reference to Exhibit 99.2
            to the Company's Form 8-K filed with the SEC on November 4, 2004.

10.63       Note Purchase Agreement, dated as of November 22, 2004, by and among
            the Company,  Platinum Partners Value Arbitrage Fund L.P., Briarwood
            Investments and Design Investments, Ltd.*

10.64       Convertible Promissory Note dated November 22, 2004 in the principal
            amount  of  $250,000  issued  by the  Company  in favor of  Platinum
            Partners Value Arbitrage Fund L.P.*

10.65       Convertible  Promissory Note dated December 1, 2004 in the principal
            amount of  $52,000  issued  by the  Company  in favor of  Harborview
            Capital Management LLC.*

10.66       Convertible  Promissory Note dated December 1, 2004 in the principal
            amount of  $100,000  issued  by the  Company  in favor of  Briarwood
            Investments.*

10.67       Convertible  Promissory Note dated December 1, 2004 in the principal
            amount  of  $50,000  issued  by  the  Company  in  favor  of  Design
            Investments Ltd.*

10.68       Promissory Note dated as of December 1, 2004 in the principal amount
            of  $1,147,288.76  issued by the  Company in favor of  Cherryblossom
            Ltd.*

10.69       Promissory Note dated as of December 1, 2004 in the principal amount
            of $1,029,935.81 issued by the Company in favor of Blue Valley Ltd.*

10.70       Promissory Note dated as of December 1, 2004 in the principal amount
            of $1,025,445.44 issued by the Company in favor of Norfolk Ltd.*

10.71       Promissory Note dated as of December 1, 2004 in the principal amount
            of  $833,180.99  issued by the  Company  in favor of Forum  Managers
            Ltd.*

10.72       Promissory Note dated as of December 1, 2004 in the principal amount
            of $833,180.99 issued by the Company in favor of Lakeview Properties
            Ltd.*

10.73       Securities  Exchange  Agreement  by  and  between  the  Company  and
            Cherryblossom Ltd.*

10.74       Securities  Exchange  Agreement  by and between the Company and Blue
            Valley Ltd.*

10.75       Securities Exchange Agreement by and between the Company and Norfolk
            Ltd.*

10.76       Securities  Exchange  Agreement by and between the Company and Forum
            Managers Ltd.*

10.77       Securities  Exchange  Agreement  by  and  between  the  Company  and
            Lakeview Properties Ltd.*

10.78       Warrant,   dated  December  3,  2004,   issued  by  the  Company  to
            Cherryblossom Ltd.*
<PAGE>

10.79       Warrant,  dated  December  3,  2004,  issued by the  Company to Blue
            Valley Ltd.*

10.80       Warrant,  dated  December 3, 2004,  issued by the Company to Norfolk
            Ltd.*

10.81       Warrant,  dated  December  3, 2004,  issued by the  Company to Forum
            Managers Ltd.*

10.82       Warrant,  dated December 3, 2004,  issued by the Company to Lakeview
            Properties Ltd.*

10.83       Securities Purchase  Agreement,  dated as of January 12, 2005, among
            Ramp Corporation and each of DKR Soundshore Oasis Holding Fund Ltd.,
            Harborview  Master Fund, L.P. and Platinum  Partners Value Arbitrage
            Fund, L.P.,  together with schedules attached thereto,  incorporated
            by reference to Exhibit  10.1 to the  Company's  Form 8-K filed with
            the SEC on January 14, 2005.

10.84       8% Convertible Debenture,  dated January 12, 2005, issued to each of
            DKR Soundshore Oasis Holding Fund Ltd., Harborview Master Fund, L.P.
            and Platinum  Partners Value Arbitrage Fund,  L.P.,  incorporated by
            reference to Exhibit 10.2 to the  Company's  Form 8-K filed with the
            SEC on January 14, 2005.

10.85       Common Stock  Purchase  Warrant,  dated January 12, 2005,  issued to
            each of DKR Soundshore  Oasis Holding Fund Ltd.,  Harborview  Master
            Fund,  L.P.  and  Platinum  Partners  Value  Arbitrage  Fund,  L.P.,
            incorporated  by reference to Exhibit 10.3 to the Company's Form 8-K
            filed with the SEC on January 14, 2005.

10.86       Additional  Investment Right, dated January 12, 2005, issued to each
            of DKR Soundshore Oasis Holding Fund Ltd.,  Harborview  Master Fund,
            L.P. and Platinum Partners Value Arbitrage Fund, L.P.,  incorporated
            by reference to Exhibit  10.4 to the  Company's  Form 8-K filed with
            the SEC on January 14, 2005

10.87       Registration  Rights Agreement,  dated as of January 12, 2005, among
            Ramp Corporation and each of DKR Soundshore Oasis Holding Fund Ltd.,
            Harborview  Master Fund, L.P. and Platinum  Partners Value Arbitrage
            Fund,  L.P.,  incorporated  by  reference  to  Exhibit  10.5  to the
            Company's Form 8-K filed with the SEC on January 14, 2005.

14          Code of Ethics dated October 7, 2003.*

16          Letter from  Ehrhardt  Keefe  Steiner & Hottman,  PC, dated June 20,
            2003 to the SEC,  incorporated  by  reference to Exhibit 16.1 to the
            Company's Form 8-K, filed with the SEC on June 26, 2003.

21          Subsidiaries of the Company, incorporated by reference to Exhibit 21
            to the Company's Form 10-K filed with the SEC on April 24, 2004.

23.1        Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC,   Independent
            Registered Public Accounting Firm for the Company's 1999, 2000, 2001
            and 2002 fiscal  years,  to the  incorporation  by  reference of its
            report dated  February 14,  2003,  appearing  elsewhere in this Form
            10-K into the Company's designated  Registration  Statements on Form
            S-3 and Form S-8.*
<PAGE>

23.2        Consent  of  BDO  Seidman,   LLP,   Independent   Registered  Public
            Accounting Firm for the Company's 2003 and 2004 fiscal years, to the
            incorporation  by  reference  of its report  dated  March 16,  2005,
            appearing elsewhere in this Form 10-K into the Company's  designated
            Registration Statements on Form S-3 and Form S-8.*

31.1        Certification of Chief Executive  Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.*

31.2        Certification of Chief Financial  Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002.*

32.1        Certification of Chief Executive Officer and Chief Financial Officer
            pursuant to 18 U.S.C.  Section 1350, adopted pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002.*

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*Filed herewith