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Executive Employment Agreement - Ramp Corp. and Andrew Brown

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  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
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                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive  Employment Agreement (this "AGREEMENT") is entered into
as of June 1, 2004 (the "EFFECTIVE  DATE"), by and between Ramp  Corporation,  a
Delaware corporation (the "COMPANY"), and Andrew Brown ("EXECUTIVE").

         WHEREAS,  Executive  has been  employed by the Company as President and
has served as a member of the Board of Directors  of the Company  (the  "BOARD")
since October 10, 2003;

         WHEREAS,  the Company desires to continue to employ Executive  pursuant
to this Employment  Agreement as of the Effective Date and Executive  desires to
continue such  employment with the Company on the terms and conditions set forth
below.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
respective  covenants and agreements of the parties contained in this Agreement,
the Company and Executive agree as follows:

     1.  Title; Duties, Authorities and Responsibilities.

         (a)  During  the  Employment  Period  (as  defined in Section 2 below),
Executive will serve as Chief Executive Officer and President of the Company and
shall report to the Board. In addition, Executive shall serve as Chairman of the
Board  unless  and until  another  Chairman  of the Board  shall be  elected  or
appointed by the Board to such office with the advice and consent of  Executive,
which shall not be unreasonably  withheld or delayed. The duties,  authority and
responsibilities  of Executive shall be commensurate with the duties,  authority
and  responsibilities  customarily  accorded  the Chief  Executive  Officer  and
President  of a publicly  traded  company,  and shall  include  such  duties and
responsibilities consistent with his position as the Board may from time to time
assign in good faith to Executive.  Executive, to the best of his ability, shall
perform faithfully and competently such duties and responsibilities.

         (b) Executive  shall devote  substantially  all of his working time and
efforts to the business and affairs of the Company and its subsidiaries,  except
for vacations, holidays, sickness and other excused absences; provided, however,
Executive  may devote a reasonable  amount of time to (i) the  management of his
personal investments, (ii) the continuing liquidation of the CounterPoint Funds,
(iii) civic,  community,  and/or charitable activities,  and (iv) with the prior
written consent of the Board, which shall not be unreasonably withheld, to serve
as a director of other companies.

     2. Employment Period. The term of this Agreement and Executive's employment
hereunder shall begin on the Effective Date and shall continue  thereafter until
the close of business on June 30, 2006,  unless  sooner  terminated  pursuant to
Section 10 below (the "EMPLOYMENT PERIOD").

     3. Base  Salary.  For all services  rendered by Executive  pursuant to this
Agreement,  Executive  shall receive a base salary ("BASE  SALARY") at an annual
rate of $240,000,  less



                                     - 1 -
<PAGE>

applicable deductions. During the six (6) month period ending November 30, 2004,
Executive  shall be paid Base Salary at the rate of $120,000 per year,  with the
$60,000  balance of Base Salary being replaced with a Retention Bonus payable in
shares of Common Stock of the Company if the Executive  shall remain employed by
the Company as its Chief  Executive  Officer and President on November 30, 2004;
provided,  however, that if, prior to November 30, 2004,  Executive's employment
shall be  terminated by the Company for any reason other than Cause or Executive
shall  terminate his  employment for Good Reason,  the Retention  Bonus shall be
payable nevertheless as if the Executive had remained employed by the Company as
its Chief  Executive  Officer and President on November 30, 2004.  The number of
shares of Common  Stock to be included in  Executive's  Retention  Bonus will be
specified in a separate contractual  agreement between the Company and Executive
relating to the Retention Period.  Executive's Base Salary may be increased, but
in no event shall it be decreased,  during the  Employment  Period.  Executive's
Base Salary, less applicable deductions,  shall be paid in periodic installments
in accordance with the Company's regular payroll practices.

     4.  Performance Bonuses.

         (a) If  Executive  is  employed by the  Company on June 30,  2005,  the
Company  shall pay  Executive  on or before July 15, 2005 a  performance  period
bonus payable in cash for the  performance  period July 1, 2004 through June 30,
2005 (the "FIRST PERFORMANCE PERIOD") based on the following formula:

              $360,000 X       A         =   First Performance Period Bonus
                         ------------
                          $5,000,000

where A equals the amount of the Company's Gross Revenues (as defined below) for
the First Performance  Period;  provided,  however,  A shall not be greater than
$5,000,000.

         (b) If Executive's  employment  with the Company has been terminated by
the Company without Cause (as defined below) or has been terminated by Executive
for Good Reason (as defined  below),  the Company shall pay Executive  within 30
days of the termination of his employment a performance  period bonus payable in
cash for the  performance  period  ending on the  Termination  Date (as  defined
below) based on the formula:

              $360,000  X       A        = First Performance Period Bonus
                          -----------
                          $5,000,000

where A equals the Company's  Gross Revenues for the period July 1, 2004 through
the  Termination  Date  annualized to the period ended June 30, 2005;  provided,
however, A shall not be greater than $5,000,000.

         (c) If Executive's  employment  with the Company has been terminated by
the Company for Cause before the end of the First Performance Period,  Executive
shall  not be  entitled  to the  First  Performance  Period  Bonus for the First
Performance Period.

         (d) If Executive's employment with the Company has been terminated as a
result of Executive's  death or Disability (as defined in Section 10 below),  or
by Executive not for



                                     - 2 -
<PAGE>

Good Reason,  the Company shall pay Executive  within 30 days of the Termination
Date a  performance  period  bonus  payable in cash for the  performance  period
ending on the Termination Date based on the formula:

              $360,000  X     A      X    B    = First Performance Period Bonus
                          ----------   -------
                          $5,000,000     365

where A equals the Company's  Gross Revenues for the period July 1, 2004 through
the  Termination  Date as  annualized to the period ended June 30, 2005 and B is
the  number of days  commencing  on July 1, 2004 and  ending on the  Termination
Date; provided, however, A shall not be greater than $5,000,000.

         (e) If  Executive  is  employed by the  Company on June 30,  2006,  the
Company  shall pay  Executive  on or before July 15, 2006 a  performance  period
bonus payable in cash for the  performance  period July 1, 2005 through June 30,
2006 (the "SECOND PERFORMANCE PERIOD") based on the following formula:

              $460,000 X      A         =  Second Performance Period Bonus
                         -----------
                         $18,000,000

where A equals  the  amount  of the  Company's  Gross  Revenues  for the  Second
Performance Period; provided, however, A shall not be greater than $18,000,000.

         (f) If Executive's  employment  with the Company has been terminated by
the Company  without Cause or has been  terminated by Executive for Good Reason,
the  Company  shall  pay  Executive  within  30 days of the  termination  of his
employment a performance period bonus payable in cash for the performance period
ending on the Termination Date based on the formula:

              $460,000 X      A         = Second Performance Period Bonus
                          -----------
                          $18,000,000

where A equals the Company's  Gross Revenues for the period July 1, 2005 through
the  Termination  Date  annualized to the period ended June 30, 2006;  provided,
however, A shall not be greater than $18,000,000.

         (g) If Executive's  employment  with the Company has been terminated by
the Company for Cause before the end of the Second Performance Period, Executive
shall not be  entitled  to the Second  Performance  Period  Bonus for the Second
Performance Period.

         (h) If Executive's employment with the Company has been terminated as a
result of Executive's death or Disability,  or by Executive not for Good Reason,
the  Company  shall  pay  Executive  within  30 days of the  Termination  Date a
performance  period bonus payable in cash for the  performance  period ending on
the Termination Date based on the formula:

            $460,000  X     A        X    B    = Second Performance Period Bonus
                        -----------    -------
                        $18,000,000      365



                                     - 3 -
<PAGE>

where A equals the Company's  Gross Revenues for the period July 1, 2005 through
the  Termination  Date as  annualized to the period ended June 30, 2006 and B is
the  number of days  commencing  on July 1, 2005 and  ending on the  Termination
Date; provided, however, A shall not be greater than $15,000,000.

         (i) If  Executive  is  employed  by the  Company  on June 30,  2004,  a
retention performance bonus to be paid to Executive,  on or before July 15, 2004
with respect to the period July 1, 2003 through June 30, 2004 (the  "PREEXISTING
PERFORMANCE PERIOD"), based on the following formula:

              $275,000 X      A      =   Preexisting Performance Period Bonus
                         -----------
                         $1,500,000

where A equals the amount of the Company's  Gross  Revenues for the  Preexisting
Performance Period; provided, however, A shall not be greater than $1,500,000.

         (j) As used in this  Agreement,  the  following  terms  shall  have the
following meanings:

            (i) "GROSS REVENUES" means (A) for purposes of any provision of this
Agreement  other than Section 4(i), for any period mean the  "revenues"  line of
the  Company's   income   statement  for  such  period  excluding  any  revenues
attributable  to the  operations  of the  Company's  OnRamp  Division or (B) for
purposes of Section  4(i) only,  the  "revenues"  line of the  Company's  income
statement  for the  Preexisting  Performance  Period,  including any revenues of
businesses acquired during the Preexisting Performance Period, but excluding, in
the case of clause (A) and Clause (B) of this Section 4(j)(i), any extraordinary
items such as proceeds from the sale of assets,  recoveries  from  litigation or
settlement of any disputed amount other than accounts  receivable,  or repayment
of indebtedness owed to the Company.

            (ii) "CAUSE" means :

                 (1) a material breach by Executive of any material provision of
this Agreement;

                 (2) the  conviction  of  Executive  or a plea of guilty or nolo
contendere with respect to a crime constituting a felony; and

                 (3) gross neglect of Executive's  material duties  hereunder or
willful   misconduct  in  the  performance  of  his  material   responsibilities
hereunder;

provided,  however,  the Company shall not be entitled to terminate  Executive's
employment for Cause under clause (1) or (3) above unless the Company shall have
provided  Executive  with written notice of the facts and  circumstances  giving
rise to Cause within 90 days of the  occurrence  of such facts and  circumstance
and Executive  fails to cure the situation  within 15 days after receipt of such
notice.

            (iii) "GOOD  REASON"  shall mean the  occurrence  or  worsening of a
significant  health condition with respect to a member of Executive's  immediate
family  that  is



                                     - 4 -
<PAGE>

expected  to be  of a  prolonged  duration  and  requires  such  attention  from
Executive  that he cannot  reasonably  be expected to  continue  performing  his
duties and responsibilities hereunder or a material breach by the Company of any
material  provision of this Agreement,  including but not limited to, any of the
following:

                 (1) a material diminution in Executive's  authority,  duties or
responsibilities  as normally  associated  with the position of Chief  Executive
Officer and President in a company the size and nature of the Company;

                 (2) a reduction in Executive's  Base Salary or bonuses,  or any
failure  by the  Company  to grant the First  Option or the  Second  Option  (as
defined below) or issue the shares of Common Stock (as defined  below)  issuable
upon  exercise  of the First  Option or the  Second  Option in  accordance  with
Section 5 below or any material  reduction in any of the benefits or perquisites
accorded Executive pursuant to Section 9 below;

                 (3) a  failure  to  pay in a  timely  manner  any  compensation
(including  benefits) owed to Executive,  unless  Executive  agrees to defer any
such unpaid compensation or benefits;

                 (4) a change in reporting  structure so that Executive  reports
to someone other than the Board;

                 (5) the  failure  by the  Company  to  nominate  or  renominate
Executive  as  President  and Chief  Executive  Officer,  or the  removal by the
Company of Executive as chief executive officer of the Company; or

                 (6) a Change in Control (as defined  below) shall have occurred
and Executive  shall have elected to terminate his employment  hereunder  within
180 days after the effective date of such Change in Control; provided,  however,
Executive  shall not be  entitled  to resign for Good  Reason  unless  Executive
provides the Company with written notice of the event constituting "Good Reason"
within 45 days of the  occurrence  of such event and,  if such event is curable,
the  Company  fails to cure such  event  within 15 days  after  receipt  of such
notice.

            (iv) "TERMINATION  DATE" means the effective date of the termination
of the Executive's employment with the Company in accordance with Section 10.

            (v)   "CHANGE  IN   CONTROL"   means  (A)  the  direct  or  indirect
acquisition,  whether in one or a series of  transactions by any person (as such
term is used in Section 13(d) and Section  14(d)(2) of the  Securities  Exchange
Act of 1934, as amended (the "EXCHANGE  ACT")),  or related persons (such person
or persons,  an  "ACQUIRER")  constituting a group (as such term is used in Rule
13d-5 under the Exchange  Act), of (1)  beneficial  ownership (as defined in the
Exchange  Act) of issued and  outstanding  shares of stock of the  Company,  the
result of which  acquisition  is that such  person or such  group  possesses  in
excess of 25% of the combined  voting power of all  then-issued  and outstanding
capital stock of the Company,  or (2) the power to elect,  appoint, or cause the
election or  appointment  of at least a majority of the members of the Board (or
such other  governing  body in the event the Company or any successor  entity is
not a



                                     - 5 -
<PAGE>

corporation);  (B) a merger or  consolidation  of the Company with a person or a
direct or indirect  subsidiary of such person,  provided that the result of such
merger or consolidation,  whether in one or a series of related transactions, is
that the holders of the  outstanding  voting  stock of the  Company  immediately
prior to the consummation of such  transaction do not possess,  whether directly
or  indirectly,   immediately   after  the   consummation   of  such  merger  or
consolidation,  in excess of 25% of the combined voting power of all then-issued
and outstanding  capital stock of the merged or consolidated  person, its direct
or indirect parent, or the surviving person of such merger or consolidation;  or
(C) a sale or disposition, whether in one or a series of transactions, of all or
substantially all of the Company's assets.

            (vi)  "COMMON  STOCK"  means the Common  Stock,  par value $.001 per
share, of the Company.

            (vii)  "REVERSE  STOCK  SPLIT"  means an  amendment  of the Restated
Certificate of Incorporation of the Company that combines the outstanding shares
of Common Stock into a lesser number of outstanding shares.

            (viii)  "RETENTION  PERIOD"  means the period  commencing on June 1,
2004 and ending on November 30, 2004.

            (ix)  "RETENTION  BONUS"  means a bonus  payable in shares of Common
Stock to an employee of the Company who remains  employed by the Company  during
the Retention Period in consideration of such employee  accepting a reduction in
salary during the Retention Period.

             (x) "RECAPITALIZATION INVESTOR" means an investor or investors that
purchase  convertible  securities of the Company in contemplation of the Reverse
Stock Split,  which  securities have a conversion  price (the  "RECAPITALIZATION
INVESTOR  CONVERSION  PRICE") based on the market price of the Company's  Common
Stock at some future point in time after the effective date of the Reverse Stock
Split.

             (xi) "PRO FORMA PERIOD" means the period commencing on June 1, 2004
and ending on May 31, 2005.

             (xii) "PRO FORMA COMMON  STOCK" means the highest  number of shares
of Common Stock  outstanding on a fully diluted basis at any time during the Pro
Forma Period; provided,  however, if there shall be a Reverse Stock Split during
the Pro Forma  Period,  "Pro Forma Common Stock" shall mean the pro forma number
of shares of Common Stock that would be  outstanding  on a fully  diluted  basis
after giving effect to: (A) the Reverse Stock Split;  (B) the  conversion of the
convertible securities issued to Recapitalization  Investor; (C) the issuance of
all shares of Common  Stock  issued to  employees  of the  Company as  Retention
Bonuses;  and (D) the issuance of all options and warrants to purchase shares of
Common  Stock issued to  employees  of the Company and its  subsidiaries  within
sixty (60) days of the conversion of the  convertible  securities  issued to the
Recapitalization Investor.

             (xiii)  "WARRANT"  means the five-year  warrant issued to Executive
pursuant to Section 5(a) hereof.



                                     - 6 -
<PAGE>

             (xiv) "WARRANT  EXERCISE PRICE" means the the average closing price
of the Common  Stock on the  American  Stock  Exchange  during  the twenty  (20)
trading  days  immediately  preceding  the date of issuance of the Warrant  (the
"INITIAL EXERCISE PRICE"); provided,  however, if there shall be a Reverse Stock
Split during the Pro Forma  Period,  the exercise  price of the Warrant shall be
equal to the  Recapitalization  Investor  Conversion  Price  unless the  Initial
Exercise  Price as adjusted to take account of the Reverse  Stock Split shall be
lower, in which case the Initial  Exercise  Price, as so adjusted,  shall remain
the Warrant Exercise Price.

             (xv) "WARRANT  SHARES"  means,  at any time,  the maximum number of
shares of Common Stock then  issuable  pursuant to the  Warrant,  which shall be
determined by dividing Pro Forma Common Stock as of such time by 19.

     5.  Option and Warrant Grants.

         (a) In  addition  to  all  other  compensation  and  benefits  provided
hereunder,  the Company, as an inducement to Executive to accept the position of
Chairman of the Board and Chief  Executive  Officer and to remain as  President,
shall grant  Executive:  (A) promptly  after the  execution and delivery of this
Agreement, a five (5) year non-qualified stock option (the "FIRST OPTION") under
the  Company's  2004 Stock  Incentive  Plan (the  "PLAN") to purchase  3,000,000
shares of Common  Stock at an exercise  price of $0.18 per share;  (B)  promptly
after the execution and delivery of this Agreement,  the Warrant to purchase the
Warrant Shares at the Warrant  Exercise Price;  and (C) if Executive is employed
by the Company on June 30,  2005,  in July 2005,  a five (5) year  non-qualified
stock  option  (the  "SECOND  OPTION")  under  the  Company's  Plan to  purchase
3,000,000 shares of Common Stock at an exercise price of $0.18 per share

             (i) The First Option shall vest (i.e.,  become  nonforfeitable  and
exercisable),  with  respect to 500,000  shares on each of  September  30, 2004,
December 31, 2004,  March 31, 2005 and June 30, 2005 if Executive is employed by
the  Company on the  respective  days.  The  portion of the First  Option to the
extent of the 2,000,000  shares vesting  pursuant to the immediately  preceeding
sentence shall be referred to as the "NON-PERFORMANCE BASED FIRST OPTION".

             (ii) If Executive is employed by the Company on June 30, 2005,  the
First Option shall vest with respect to 1,000,000 shares on June 30, 2005 to the
extent determined under the following formula:

              1,000,000 X     A         = Shares Vesting
                          -----------
                          $5,000,000

where A  equals  the  amount  of the  Company's  Gross  Revenues  for the  First
Performance Period;  provided,  however, A shall not be greater than $5,000,000.
The portion of the First Option to the extent of the  1,000,000  shares  vesting
pursuant to the foregoing formula shall be referred to as the "FIRST PERFORMANCE
BASED OPTION".

             (iii) The Second Option shall vest (i.e., become nonforfeitable and
exercisable),  with  respect to 500,000  shares on each of  September  30, 2005,
December 31, 2005,



                                     - 7 -
<PAGE>

March 31, 2006 and June 30, 2006 if  Executive is employed by the Company on the
respective days. The portion of the Second Option to the extent of the 2,000,000
shares vesting pursuant to the immediately preceeding sentence shall be referred
to as the "NON-PERFORMANCE BASED SECOND OPTION".

             (iv) If Executive is employed by the Company on June 30, 2006,  the
Second  Option shall vest with  respect to 1,000,000  shares on June 30, 2006 to
the extent determined under the following formula:

              1,000,000  X     A        = Shares Vesting
                          -----------
                          $18,000,000

where A equals  the  amount  of the  Company's  Gross  Revenues  for the  Second
Performance Period; provided,  however, A shall not be greater than $18,000,000.
The portion of the Second Option to the extent of the 1,000,000  shares  vesting
pursuant  to  the  foregoing  formula  shall  be  referred  to  as  the  "SECOND
PERFORMANCE BASED OPTION".

             (v)  The  Warrant  shall  vest  (i.e.  become   nonforfeitable  and
exercisable) upon the earliest to occur of (A) the effective date of the Reverse
Stock Split,  if the Reverse  Stock Split  capitalized  by the  Recapitalization
Investor  shall become  effective  during the Pro Forma Period and if the option
pool  for  Company  employees  shall  be  adjusted  to the  satisfaction  of the
Compensation Committee of the Board; or (B) May 31, 2005; or (C) the sale of the
Company  for  more  that  Thirty  One  Million  Dollars  ($31,000,000).   Unless
Executive's employment shall be terminated for Cause or without Good Reason, the
Warrant  shall  remain  exercisable  in  accordance  with its  terms  after  the
termination  of  Executive's  employment.  If  Executive's  employment  shall be
terminated  for  Cause  or  without  Good  Reason,   the  Warrant  shall  remain
exercisable  only to the extent vested in accordance  with its terms on the date
of termination of Executive's employment

         (b) Executive shall be entitled to receive further options and/or other
grants of equity in the Company from time to time during the  Employment  Period
as  determined  by the  Board  in its sole and  absolute  discretion;  provided,
however, that each such grant shall comply with Article 3 of the Plan.

         (c) Notwithstanding anything herein to the contrary,

             (i) if Executive's  employment with the Company has been terminated
by the Company without Cause or is terminated by Executive for Good Reason:

                 (1) the  Non-Performance  Based First Option shall  immediately
vest and remain exercisable for the remaining original term of the First Option;

                 (2) the  Non-Performance  Based Second Option shall immediately
vest and  remain  exercisable  for the  remaining  original  term of the  Second
Option;

                 (3) the First  Performance  Based  Option shall vest and remain
exercisable  for the  remaining  original term of the First Option to the extent
determined under the following formula:



                                     - 8 -
<PAGE>

              1,000,000  X     A        = Shares Vesting
                          -----------
                          $5,000,000

where A is the Company's Gross Revenues for the First Performance Period through
the  Termination  Date  annualized to the period ended June 30, 2005;  provided,
however, A shall not be greater than $5,000,000; and

                 (4) the Second  Performance  Based Option shall vest and remain
exercisable  for the remaining  original term of the Second Option to the extent
determined under the following formula:

              1,000,000  X     A        = Shares Vesting
                          -----------
                          $18,000,000

where A is the  Company's  Gross  Revenues  for the  Second  Performance  Period
through the  Termination  Date  annualized  to the period  ended June 30,  2006;
provided, however, A shall not be greater than $18,000,000

             (ii) if Executive's employment with the Company has been terminated
by  the  Company  for  Cause,  the  Non-Performance   Based  First  Option,  the
Non-Performance  Based Second Option, the First Performance Based Option and the
Second  Performance  Based Option,  in each case to the extent, if any, not then
vested, shall be immediately forfeited.

             (iii)  if  Executive's   employment   with  the  Company  has  been
terminated  as a result of  Executive's  death or Disability or by Executive not
for Good Reason;

                 (1) the First Performance Based Option shall vest to the extent
determined under the following formula:

              1,000,000  X     A       X     B    =    Shares Vesting
                          -----------     ------
                           $5,000,000      365

where A is the Company's Gross Revenue for the First Performance  Period through
the  Termination  Date annualized to the period ended June 30, 2005 and B is the
number of days  commencing on July 1, 2004 and ending on the  Termination  Date;
provided, however, A shall not be greater than $5,000,000;

                 (2) the  Second  Performance  Based  Option  shall  vest to the
extent determined under the following formula:

              1,000,000  X     A       X     B    =    Shares Vesting
                          -----------     ------
                          $18,000,000      365

where A is the Company's Gross Revenue for the Second Performance Period through
the  Termination  Date annualized to the period ended June 30, 2006 and B is the
number of days  commencing on July 1, 2005 and ending on the  Termination  Date;
provided, however, A shall not be greater than $18,000,000; and



                                     - 9 -
<PAGE>

                 (3) in the case of Executive's death or Disability,  the vested
portions of the Non-Performance Based First Option and the Non-Performance Based
Second Option shall be  exercisable to the extent so vested on the date of death
or Disability by the estate or personal representative of Executive.

                  (d) Registration Right. The Company shall use its best efforts
to file a  registration  statement on Form S-8 with the  Securities and Exchange
Commission  (including a resale prospectus on Form S-3 registering the resale of
shares  of  Common  Stock by  Executive  and other  affiliates  of the  Company)
registering  all of the shares of Common Stock issuable under this Section 5, or
any other equity awards that may be granted to Executive.  The Company shall use
its best efforts to keep such Form S-8 registration  statement  effective for so
long as any Options, shares of Common Stock or other equity awards granted under
the Plan, or any other plan under which options, shares of Common Stock or other
equity awards shall have been granted to Executive, remain outstanding.

     6.  Change in Control Provisions. If a Change in Control occurs and if: (i)
within 180 days thereafter  Executive's employment hereunder shall be terminated
by Executive  for Good Reason;  or (ii) within 365 days  thereafter  Executive's
employment  shall be terminated by the Company  without  Cause,  then, in either
such case, in addition to all other payments and benefits provided for elsewhere
in this Agreement:

         (a) The Company  shall pay or cause to be paid to the  Executive,  cash
compensation  in an amount  equal to twice the  Executive's  then  current  Base
Salary on the date of such termination of Executive's employment.

         (b) The  Company  shall  pay or cause to be paid to  Executive,  a cash
performance bonus in an amount equal to twice the aggregate amount of cash which
Executive  was entitled to receive from the Company as bonus  compensation  with
respect to the twelve-month period immediately preceding the date of termination
of Executive's employment hereunder.

         (c) Any unvested  Options  described in Section 5 hereof shall vest and
become exercisable immediately and remain exercisable for the remaining original
term of the Options.

         (d)  Notwithstanding  Section 9 hereof,  Executive shall continue to be
entitled to all benefits to which  Executive  shall be entitled  under Section 9
hereof  immediately  prior to a Change in Control of the Company for a period of
two years after such Change in Control.

         (e)  Notwithstanding  subsections (a) and (b) of this Section 6, if the
Change in Control shall result from the sale of the Company for less than Thirty
One Million Dollars ($31,000,000),  each such subsection shall be interpreted as
if the word "twice" had been omitted.

     7.  Indemnification.  As an employee,  officer and director of the Company,
Executive  shall be fully  indemnified  by the  Company,  to the maximum  extent
permitted by Delaware law,  while  employed and thereafter to the fullest extent
permitted by law. The Company shall advance to Executive any expense incurred by
Executive which is subject to such  indemnification by the Company. To implement
this  provision,  during the  Employment  Period,  the  Company  shall  maintain
directors and officers liability  insurance providing at least the same



                                     - 10 -
<PAGE>

level of coverage as was  maintained by the Company on the Effective  Date,  and
shall name  Executive as an insured  under all such  policies.  The Company also
shall execute and deliver to Executive an indemnification agreement for officers
and directors in the form attached hereto as EXHIBIT A.

     8. Expenses.  In the performance of his duties and  responsibilities to the
Company under this Agreement,  Executive shall be entitled to  reimbursement  by
the  Company  for all  reasonable  travel,  entertainment,  and  other  expenses
incurred by him in performing his duties  hereunder upon furnishing to the Chief
Financial  Officer of the  Company or his  designee  the  documentation  of such
expenses customarily required by the Company's expense reimbursement policies.

     9.  Vacations and Holidays; Benefits.

         (a)  Executive  shall be entitled to such annual  vacation  and holiday
time off with full pay as the Company may provide in its  standard  policies and
practices for other senior executives; provided, however, that in no event shall
Executive be entitled to less than four (4) weeks annual paid vacation time.

         (b) The  Executive  shall be entitled to such  health  benefits,  group
insurance,   hospital,   dental,  major  medical  and  disability  benefits  and
retirement  benefits  and other  similar  benefits as are  currently  offered or
hereafter  may be  offered  during  the  Employment  Period  to other  similarly
situated executives of the Company.

     10. Termination.  This  Agreement may be terminated by the applicable party
and under the circumstances set forth below:

         (a) By the Company without Cause. The Company may terminate Executive's
employment  hereunder  at any time  without  Cause upon 180 days' prior  written
notice.

         (b) Disability.  If Executive becomes  incapacitated or disabled at any
time  during  the  Employment  Period so as to be  unable  (either  mentally  or
physically) to substantially perform the services required of Executive pursuant
to this Agreement for a period of 120 or more  consecutive  days, or 180 or more
non-consecutive  days, in any 12 month period  ("DISABILITY"),  unless otherwise
required  by  law,  the  Company  may,  at  its  option,  terminate  Executive's
employment hereunder effective  immediately upon giving Executive written notice
of such  termination.  In the event of a dispute  as to  Executive's  ability to
perform  Executive's  duties,  the  Company  may  refer  the same to a  licensed
practicing  physician of the Company's choice, and Executive agrees to submit to
such tests and  examination as such physician shall deem  appropriate,  provided
that Executive's physician may be present.

         (c)  Death.  If  Executive  dies  during  the  Employment  Period,  the
employment  of Executive  hereunder  shall be deemed to be  terminated as of the
date of Executive's death.

         (d) Termination for Cause.  The Company may terminate the employment of
Executive  hereunder  at any time  during  the  Employment  Period for Cause (as
defined in Section 4(j)(ii))  effective upon written notice to Executive of such
termination and after expiration of any applicable cure period.  Any such notice
of  termination  shall provide  sufficient  detail so as to



                                     - 11 -
<PAGE>

enable  Executive to determine the subsection of Section 4(j)(ii) relied upon by
the Company in terminating this Agreement for Cause.

         (e)  Termination  without  Good Reason.  Executive  may  terminate  his
employment  hereunder,  upon not less than 180 days' prior written notice to the
Company.

         (f)  Termination  for Good Reason.  The  Executive  may  terminate  his
employment  with the Company for Good Reason (as defined in Section  4(j)(iii)).
Any such  notice of  termination  shall  specify  the acts or  omissions  of the
Company in  sufficient  detail so as to enable  the  Company  to  determine  the
provision of Section  4(j)(iii)  relied upon by the Executive in terminating his
employment with the Company for Good Reason.

     11. Effect of Termination.

         (a) In the  event  Executive's  employment  with the  Company  has been
terminated  by the Company  without Cause or is terminated by Executive for Good
Reason, Executive shall be entitled to the following:

            (i) the Executive's Base Salary provided for in Section 3 until June
30, 2006;

            (ii) payment for all accrued,  unused  vacations and other  personal
holidays as described in Section 9;

            (iii)  reimbursement  for expenses for which  Executive  has not yet
been reimbursed, as provided in Section 8;

            (iv) all  vested  benefits  provided  in  Section 9 or as  otherwise
required by applicable law;

            (v) if not yet paid, any payments, grants or issuances due Executive
pursuant to Sections 4 and 5;

            (vi) the  Performance  Bonus,  Warrant  and  Options  determined  in
accordance with, and to the extent, if any, provided in, Sections 4 and 5; and

            (vii) if  Section 6 is  applicable,  the  amounts  payable  pursuant
thereto.

         (b) In the event the  Executive's  employment with the Company has been
terminated by Executive's death or Disability,  by Executive without Good Reason
or by the Company for Cause,  Executive (or Executive's heirs,  beneficiaries or
representatives) shall be entitled to the following:

            (i) the unpaid  portion of Executive's  Base Salary  provided for in
Section 3, computed on a pro rata basis to the date of termination;

            (ii) payment for all accrued,  unused  vacations and other  personal
holidays as described in Section 9;



                                     - 12 -
<PAGE>

            (iii)  reimbursement  for expenses for which  Executive  has not yet
been reimbursed, as provided in Section 8;

            (iv) all  vested  benefits  provided  in  Section 9 or as  otherwise
required by applicable law;

            (v) if not yet paid, any payments, grants or issuances due Executive
pursuant to Sections 4 and 5; and

            (vi) the  Performance  Bonus,  Warrant  and  Options  determined  in
accordance with Sections 4 and 5.

         (c) Executive  shall have no duty or obligation to mitigate and, except
as expressly set forth in this Section 11(c), the Company shall have no right of
set-off  against  or to  withhold  or reduce any  amounts  payable or options or
shares  issuable  to  Executive  under  this  Agreement.   Notwithstanding   the
foregoing, in the event Executive terminates his employment without Good Reason,
any sign-on bonus Executive may receive from a subsequent employer  attributable
to services performed or to be performed for the subsequent  employer during the
period between the effective date of the  termination of employment and June 30,
2006 shall reduce the amount of any  performance  period bonus owed to Executive
pursuant to Section 4(d) above.

     12. Non-Disclosure

         (a) Executive  shall not at any time during the Employment  Period,  or
thereafter,   except  in  the  good  faith  performance  of  Executive's  duties
hereunder, use or disclose,  directly or indirectly,  for Executive's own behalf
or  to  any  third  person,   any   confidential   or  proprietary   information
("CONFIDENTIAL INFORMATION"); and

         (b) Executive  shall return  promptly on the termination of Executive's
employment  for  whatever  reason  (or  in  the  event  of  Executive's   death,
Executive's estate shall return) to the Company at its direction and expense any
and all  copies of  records,  drawings,  writings,  computer  disks,  materials,
memoranda and other data pertaining to such Confidential  Information  (whatever
the storage medium, including but not limited to, electronic forms).

         (c) Confidential  Information shall not include (i) information that is
in the public domain through no fault of Executive,  (ii) information  published
or  disseminated  by the  Company in the  ordinary  course of  business  without
restriction,  (iii)  information  received  from a  third  party  not  under  an
obligation  to keep such  information  confidential  and without  breach of this
Agreement by Executive,  (iv) information  developed  independently by Executive
without  reference to or use of any Confidential  Information or (v) information
required to be  disclosed  by law or pursuant  to any legal,  administrative  or
regulatory proceeding, action or investigation.

     13. Miscellaneous.

         (a) Absence of Conflict.  Executive  represents  and warrants  that his
employment by the Company,  and the  performance of his obligations as described
herein,  shall not  conflict  with,  and will not be  constrained  by, any prior
employment or consulting agreement



                                     - 13 -
<PAGE>

or relationship,  and that any limitations on Executive's  ability to perform as
provided  hereunder and as  contemplated  by the parties have been  disclosed in
writing to the Company.

         (b) Assignment.  This Agreement,  and all rights and obligations  under
this  Agreement,  shall be  binding  upon and  inure  to the  benefit  of and be
enforceable  by the  parties  hereto  and their  respective  heirs,  successors,
executors and administrators.

         (c)  Notices.  For  purposes  of  this  Agreement,  notices  and  other
communications  provided for herein  (each a "NOTICE"),  shall be in writing and
shall be delivered  personally or sent by United States  certified mail,  return
receipt  requested,  postage  prepaid,  addressed  to each  party's  last  known
address, or to such other address, or to the attention of such other persons, as
the recipient  party has  previously  furnished to the other party in writing in
accordance with this paragraph. Such Notice shall be effective upon delivery, or
three days after it has been mailed as provided above, whichever occurs first.

         (d) Integration.  This Agreement and its EXHIBIT A represent the entire
agreement and understanding between the parties as to the subject matter hereof,
and supersede all prior or contemporaneous agreements,  whether written or oral,
including,  without  limitation,  all agreements and understandings  between the
Company and External Affairs, LLC. Notwithstanding the foregoing, this Agreement
does not supersede  any rights or benefits  Executive may have accrued or vested
prior to the execution of this Agreement. No waiver, alteration, or modification
of any of the  provisions  of this  Agreement  or its EXHIBIT A shall be binding
unless  in  writing  and  signed by  Executive  and by an  authorized  member or
representative of the Board.

         (e)  Waiver.  Failure  or delay on the part of either  party  hereto to
enforce  any  right,  power  or  privilege  hereunder  shall  not be  deemed  to
constitute a waiver thereof.  Additionally, a waiver by either party of a breach
of any promise  herein by the other party shall not operate as, or be  construed
to constitute, a waiver of any subsequent breach by such other party.

         (f) Severability.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law. However, if any provision of this Agreement is held to be invalid,  illegal
or  unenforceable  in any  respect  under  any  applicable  law or  rule  in any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any other provision, but this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid,  illegal or unenforceable provision had
never been contained herein.

         (g)  Attorneys'  Fees.  In the  event of any  dispute,  claim,  case or
controversy  arising under or relating to this  Agreement  (including  enforcing
judgments and appeals), each party shall pay its or his own expenses, except (1)
in the case where Executive is the prevailing party, Executive shall be entitled
to  reimbursement  of his  reasonable  attorneys'  fees and  costs  of suit,  in
addition  to such  other  relief as may be  granted  and (2) the  Company  shall
reimburse  Executive  for all of his  reasonable  legal and  other  professional
services  fees and expenses  related to the  negotiation  and  execution of this
Agreement;  provided, however, that the Company's reimbursement obligation shall
be limited to $5,000.



                                     - 14 -
<PAGE>

         (h)  Headings.  The  headings  of  the  paragraphs  contained  in  this
Agreement are for reference  purposes  only, and shall not in any way affect the
meaning or interpretation of any provision of this Agreement.

         (i) Applicable  Law. This Agreement  shall be governed by and construed
in  accordance  with the internal  substantive  laws,  and not the choice of law
rules, of the State of New York.

         (j) Dispute Resolution.

            (i) Except as otherwise expressly provided herein, Executive and the
Company agree that any and all disputes between the Company and Executive, which
relate to, arise out of or pertain to Executive's  employment,  separation  from
employment or the  construction  or  interpretation  of this Agreement  shall be
submitted  to and  resolved by final and binding  arbitration.  The  arbitration
shall be instead of any civil litigation.  Executive and the Company acknowledge
and agree that each is expressly  waiving any rights to a jury trial.  Executive
and the  Company  expressly  understand  and  agree  that  consistent  with  the
foregoing,  no party to this Agreement shall institute a proceeding in any court
or  administrative  agency to resolve a dispute  arising  under or in connection
with this  Agreement.  Notwithstanding  the foregoing,  claims for  unemployment
insurance  benefits,  for  workers'  compensation  insurance  benefits,  and for
benefits under any  ERISA-governed  employee benefit plan(s),  shall be resolved
pursuant to the claims procedures under such benefit plans.

            (ii) All disputes between the parties that cannot be resolved within
two weeks after a demand for direct  negotiation  between  the parties  shall be
settled  exclusively by binding arbitration in New York City, New York under the
National  Rules  for the  Resolution  of  Employment  Disputes  of the  American
Arbitration  Association  (the "AAA Rules")  before a panel of three (3) neutral
arbitrators  selected in accordance with the applicable  rules.  The arbitrators
shall award the prevailing party its attorney's fees,  arbitration costs, expert
fees,  and all  other  costs  and  expenses  incurred  in  connection  with  the
arbitration,  including any fees and costs  incurred in confirming and enforcing
the award.  Executive and the Company  expressly  understand  and agree that any
limitations in the AAA Rules excluding statutory  discrimination shall not apply
and that it is the parties' desire to include  statutory  discrimination  claims
within the scope of  arbitration.  A decision in arbitration  shall be final and
binding.

            (iii) Judgment may be entered on the arbitrators' award in any court
having  jurisdiction.  The  arbitration  filing  fee  expenses  shall  be  borne
according  to the  AAA  Rules;  provided  that if and  only  if the  arbitration
involves  statutory  discrimination  claims,  the Company shall pay all types of
costs that are unique to arbitration, such as the arbitrator's fees.

         (k)  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  none of which need  contain the  signature of more than one party
hereto,  and each of which shall be deemed to be an  original,  and all of which
together shall constitute a single agreement.


                                     - 15 -
<PAGE>

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year first above written.

RAMP CORPORATION


By:  _________________________________               ___________________________
     Name:  Mitchell M. Cohen                        Andrew Brown
     Title: Executive Vice President,
            Chief Financial Officer and
            Secretary













                                     - 16 -
<PAGE>


                                                                       EXHIBIT A
                                                                       ---------


                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement ("INDEMNIFICATION AGREEMENT") is made as
of the 1st day of June,  2004,  by and  between  Ramp  Corporation,  a  Delaware
corporation (the "Company") and Andrew Brown (the "INDEMNITEE").

         WHEREAS,  the Company  recognizes the Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's continued
effective service to the Company,  and in order to induce Indemnitee to continue
provide services to the Company; and

         WHEREAS,   the   Company   wishes  to  provide   this   Agreement   for
indemnification  of and the  advancing of expenses to  Indemnitee to the fullest
extent (whether  partial or complete)  permitted by law and as set forth in this
Agreement;

         NOW THEREFORE, the Company and the Indemnitee agree as follows:

         1. The Company  agrees that if the  Indemnitee  is made a party,  or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal,  administrative  or investigative (a  "PROCEEDING"),  by reason of the
fact that he is or was a director,  officer,  employee or consultant (including,
but not limited to, any entity  through  which  Indemnitee  provided  consulting
services,  hereinafter collectively referred to as "CONSULTANT")) of the Company
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee,  Consultant,  agent,  trustee,  fiduciary or administration of another
corporation,  partnership,  joint venture, trust or other enterprise, whether or
not the basis of such Proceeding is the Indemnitee's  alleged action or inaction
in  an  official  capacity  while  serving  as a  director,  officer,  employee,
Consultant, agent, trustee, fiduciary or administrator,  the Indemnitee shall be
indemnified and held harmless by the Company to the fullest extent  permitted or
authorized by the Company's Restated  Certificate of Incorporation or By-laws or
by-laws or, if greater, by the laws of the State of Delaware,  against all cost,
expense,  liability and loss (including,  without  limitation,  attorney's fees,
judgments,  fines,  excise taxes or penalties  and amounts paid or to be paid in
settlement)  (collectively  "EXPENSES")  reasonably  incurred or suffered by the
Indemnitee  in  connection   therewith   (including   but  not  limited  to  any
investigation, defense or appeal), and such indemnification shall continue as to
the  Indemnitee  even if he has ceases to be a  director,  officer,  employee or
Consultant  of Company or a  director,  officer,  employee,  Consultant,  agent,
trustee,  fiduciary  or  administration  of another  entity  shall  inure to the
benefit  of  the  Indemnitee's   heirs,   executors  and   administrators.   The
Indemnitee's  entitlement to Expenses shall include those incurred in connection
with  any  proceeding  seeking  any  adjudication  under  this   Indemnification
Agreement.

         2. The Company  shall advance to the  Indemnitee to the fullest  extent
permitted by law all reasonable costs and expenses incurred by him in connection
with a



                                     - 1 -
<PAGE>

Proceeding within 30 days after receipt by the Company of a written request from
the Indemnitee,  with appropriate documentation,  for such advance. Such request
shall include an  undertaking  by Indemnitee to repay the amount of such advance
if it shall  ultimately be determined  that he is not entitled to be indemnified
against such costs and expenses.

         3. Promptly  after receipt by the  Indemnitee of notice of any claim or
the  commencement  of any  Proceeding  with respect to which the  Indemnitee  is
entitled to  indemnity  hereunder,  the  Indemnitee  shall notify the Company in
writing of such claim or the commencement of such action or proceeding,  and the
Company  shall (i) assume the defense of such  Proceeding,  (ii) employ  counsel
reasonably  satisfactory to the Indemnitee and (iii) pay the reasonable fees and
expenses  of  such  counsel.   Notwithstanding  the  preceding   sentence,   the
Indemnitee,  at his own  expense,  shall  have the right to  participate  in the
defense and to employ counsel separate from counsel for the Company and from any
other party in such action;  provided,  however,  if the  Indemnitee  reasonably
determines  that a conflict of interest  exists  which makes  representation  by
counsel  chosen by the Company not  advisable or if the Company  fails to employ
counsel to assume the  defense  of such  Proceeding  and to take steps to defend
diligently  all  claims  against  the   Indemnitee,   the  reasonable  fees  and
disbursements  of such separate  counsel for the Indemnitee shall be paid by the
Company to the extent  permitted by law. In addition,  the Indemnitee shall give
the Company such  information and cooperation  with regard to such Proceeding as
it may reasonably require and as shall be in the Indemnitee's power.

         4. The  Company  shall not be  required  to  indemnify  the  Indemnitee
against settlements entered into without the consent of the Company. The Company
shall not settle any  Proceeding  in any manner that would  impose any  penalty,
fines,   damages,   limitation  or  admission  on  the  Indemnitee  without  the
Indemnitee's  written  consent.  Neither the Company  nor the  Indemnitee  shall
unreasonably withhold its or his consent to any proposed settlement, which would
result in a general release of all claims against such party.

         5. If the  Indemnitee is entitled under any provision of this Agreement
to  indemnification  by the Company for some or a portion of the  Expenses,  but
not,  however,  for the total amount  thereof,  the Company  shall  nevertheless
indemnify  Indemnitee  for the  portion  thereof  to  which  the  Indemnitee  is
entitled.  Both the  Company  and the  Indemnitee  acknowledge  that in  certain
instances,  federal or state law or  applicable  public  policy may prohibit the
Company from indemnifying the Indemnitee under this Agreement or otherwise.

         6. If the  Indemnitee has not received full  indemnification  within 30
days after  making a written  demand on the  Company  for  indemnification,  the
Indemnitee shall have the right to enforce his indemnification rights under this
Agreement by commencing  litigation in any court in the State of New York having
subject  matter  jurisdiction  thereof and in which  venue is proper  seeking an
initial  determination  by the court.  The Company hereby consents to service of
process and to appear in any such  proceeding.  The remedy  provided for in this
Section 6 shall be in addition to any other remedies available to the Indemnitee
in law or equity.

         7. It  shall be a  defense  to any  action  brought  by the  Indemnitee
against the Company to enforce this Agreement for Expenses incurred in defending
a  Proceeding  in advance



                                     - 2 -
<PAGE>

of its final  disposition  that it is not  permissible  under  applicable law or
under this  Agreement for the Company to indemnify the Indemnitee for the amount
claimed as determined by a court of competent  jurisdiction.  In connection with
any such action or any determination by the Company as to whether the Indemnitee
is entitled to be indemnified hereunder, the burden of proving such a defense or
determination  shall be on the  Company.  Neither  the  failure  of the  Company
(including its Board,  independent  legal counsel,  or its stockholders) to have
made a determination  prior to the commencement of such action by the Indemnitee
that  indemnification of the claimant is proper under the circumstances  because
he has met the  standard of conduct set forth in  applicable  law, nor an actual
determination by the Company (including its Board, independent legal counsel, or
its  stockholders)  that the Indemnitee had not met such applicable  standard of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
Indemnitee has not met the applicable standard of conduct.  For purposes of this
Agreement,  the  termination  of any claim,  action,  suit,  or  proceeding,  by
judgment,   order,   settlement   (whether  with  or  without  court  approval),
conviction,  or upon a plea of nolo  contendere,  or its  equivalent,  shall not
create a presumption that the Indemnitee did not meet any particular standard of
conduct  or have any  particular  belief  or that a court  has  determined  that
indemnification is not permitted by applicable law.

         8. The  Company  shall  indemnify  the  Indemnitee  against any and all
Expenses  that are  incurred by the  Indemnitee  in  connection  with any action
brought by the  Indemnitee  for (i)  indemnification  of Expenses by the Company
under this  Agreement  or any other  agreement  or under  applicable  law or the
Company's  Restated  Certificate of Incorporation or By-laws now or hereafter in
effect;  and/or (ii) recovery under directors' and officers' liability insurance
policies  maintained by the Company,  but only in the event that the  Indemnitee
ultimately  is determined  to be entitled to such  indemnification  or insurance
recovery, as the case may be. In addition, the Company shall, if so requested by
the Indemnitee, advance the foregoing Expenses to the Indemnitee.

         9. The rights of the Indemnitee  hereunder  shall be in addition to any
other rights the Indemnitee may have under the Company's Restated Certificate of
Incorporation,  By-laws,  applicable  law,  or  otherwise.  To the extent that a
change in  applicable  law  (whether  by statute or judicial  decision)  permits
greater  indemnification by agreement than would be afforded currently under the
Company's  Restated  Certificate of Incorporation,  By-laws,  applicable law, or
this  Agreement,  it is the intent of the parties that the  Indemnitee  enjoy by
this   Agreement  the  greater   benefits  so  afforded  by  such  change.   The
indemnification  rights  afforded to the  Indemnitee  under this  Agreement  are
contract rights and may not be diminished,  eliminated or otherwise  affected by
amendments  to the  Restated  Certificate  of  Incorporation  or  By-Laws of the
Company or by other agreements.

         10. To the extent the Company maintains an insurance policy or policies
providing  directors' and officers'  and/or  fiduciaries'  liability  insurance,
Indemnitee  shall be covered by such policy or policies,  in accordance with its
or their terms, to the maximum extent of the coverage  available for any Company
director or officer.

         11. This  Agreement  shall be deemed to have been in effect  during all
periods that the Indemnitee was an officer, director,  employee or Consultant of
the Company or, at the



                                     - 3 -
<PAGE>

Company's request, a director,  officer,  employee, agent, trustee, fiduciary or
administrator of another entity, regardless of the date of this Agreement.

         12. No supplement,  modification,  or amendment of this Agreement shall
be binding unless executed in writing by both of the parties  hereto.  No waiver
of any of the provisions of this  Agreement  shall be binding unless in the form
of a writing  signed by the party  against  whom  enforcement  of the  waiver is
sought,  and no such waiver  shall  operate as a waiver of any other  provisions
hereof (whether or not similar),  nor shall such waiver  constitute a continuing
waiver.  Except as specifically  provided herein,  no failure to exercise or any
delay in  exercising  any right or remedy  hereunder  shall  constitute a waiver
thereof.

         13. In the event of payment under this Agreement,  the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Indemnitee,  who shall  execute  all  papers  reasonably  required  and shall do
everything that may be reasonably necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring
suit to enforce such rights.

         14. The Company  shall not be liable  under this  Agreement to make any
payment in connection  with any claim made against the  Indemnitee to the extent
the  Indemnitee  has otherwise  received  payment  (under any insurance  policy,
By-law,  or otherwise) of all amounts  otherwise  indemnifiable  hereunder  with
respect to such claim.

         15. This  Agreement  shall be binding  upon and inure to the benefit of
and be  enforceable  by the  parties  hereto  and  their  respective  successors
(including any direct or indirect successor by purchase, merger,  consolidation,
or otherwise to all or  substantially  all of the business  and/or assets of the
Company),  assigns, spouses, heirs, and personal and legal representatives.  The
Company  shall require and cause any  successor  (whether  direct or indirect by
purchase, merger,  consolidation,  or otherwise) to all, substantially all, or a
substantial  part,  of the business  and/or  assets of the  Company,  by written
agreement in form and substance  satisfactory  to the  Indemnitee,  expressly to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform if no such  succession  had
taken place. The indemnification provided under this Agreement shall continue as
to the  Indemnitee  for any  action  taken  or not  taken  while  serving  in an
indemnified capacity even though he may have ceased to serve in such capacity at
the time of any Proceeding.

         16. If any provision (or portion  thereof) of this  Agreement  shall be
held by a court of  competent  jurisdiction  to be invalid,  void,  or otherwise
unenforceable,  the remaining provisions shall remain enforceable to the fullest
extent  permitted  by law.  Furthermore,  to the fullest  extent  possible,  the
provisions of this Agreement  (including,  without  limitation,  each portion of
this  Agreement  containing a provision  held to be invalid,  void, or otherwise
unenforceable  that is not itself  invalid,  void,  or  unenforceable)  shall be
construed so as to give effect to the intent  manifested by the  provision  held
invalid, void, or unenforceable.

         17. This  Agreement  shall be governed by and construed and enforced in
accordance  with the laws of the State of Delaware  applicable to contracts made
and to be performed in such State  without  giving  effect to the  principles of
conflicts of laws.



                                     - 4 -
<PAGE>

         18. This Agreement may be executed in one or more counterparts,  all of
which shall be deemed to constitute one and the same instrument.

         19.  All  notices,   demands,  and  other  communications  required  or
permitted  hereunder  shall be made in writing  and shall be deemed to have been
duly given if delivered by hand,  against receipt,  or mailed,  postage prepaid,
certified  or  registered  mail,  return  receipt  requested,  and  addressed as
follows:

               IF TO THE COMPANY, TO:

               Ramp Corporation
               33 Maiden Lane
               5th Floor
               New York, NY 10038
               Phone:  (212) 440-1500
               Fax:  (212) 504-0870
               Attention:  Secretary

               WITH A COPY TO:

               Olshan Grundman Frome Rosenzweig & Wolosky LLP
               65 East 55th Street
               New York, New York 10022
               Attention:  Peter B. Hirshfield, Esq.
               Phone:  (212) 451-2216
               Fax:      (646) 349-1665

               IF TO THE INDEMNITEE, TO:

               Andrew Brown
               25 Broad Street
               Apt. 3I
               New York, New York 10004
               Phone: (646) 414-1151
               Fax:     (509) 757-4801

         Notice  of  change  of  address  shall be  effective  only when done in
accordance with this Section.  All notices  complying with this Section shall be
deemed to have been  received  on the  earlier of the date of delivery or on the
third business day after mailing.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and signed as of the day and year first above written.


                                     - 5 -
<PAGE>


RAMP CORPORATION

By:_________________________________
    Name:  Mitchell M. Cohen
    Title: Executive Vice President,
           Chief Financial Officer and Secretary


___________________________________
      Andrew Brown






















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