Sample Business Contracts

Executive Employment Agreement [Amendment No. 1] - Ramp Corp. and Louis Hyman

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         This Amendment No. 1 dated as of June 1, 2004 (this  "Amendment No. 1")
to Executive  Employment  Agreement dated as of October 1, 2003 (the "Employment
Agreement"), between Ramp Corporation, (f/k/a Medix Resources, Inc.), a Delaware
corporation  with an address at 33 Maiden  Lane,  New York,  New York 10038 (the
"Company"), and Louis Hyman (the "Executive").

         WHEREAS,  the  Company  and  the  Executive  having  entered  into  the
Employment Agreement,  and desiring to amend the Employment Agreement, do hereby
agree as follows:

         1. Amendment. The Employment Agreement is hereby amended to:

            (a) replace the Company's former name, Medix Resources, Inc., in the
first paragraph and in the signature with the name Ramp Corporation.

            (b) add the following to the end of Section 5(c)(i):

                        "Notwithstanding  the foregoing in this Section 5(c)(i),
                  Executive  shall  continue to be  entitled to all  benefits to
                  which  Executive  shall be entitled under this Section 5(c)(i)
                  immediately  prior to a change in control of the Company for a
                  period of two years after such change in control."

            (c) add a new Section 5(d) as follows:

                        "(d) If a change in control of the Company occurs and if
                  within 365 days thereafter  Executive's  employment  hereunder
                  shall be terminated  by the Company  without  Cause,  then, in
                  addition  to all other  payments  and  benefits  provided  for
                  elsewhere in this Agreement:

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

                        (ii)  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  termination hereunder;

                        (iii) 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.

                        (iv) Notwithstanding  subsections (i) and (ii) above, 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."

            (d) add a new Section 5(e) as follows:


                        "(e) For the  purpose  of this  Amendment,  a "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  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  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 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  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

            (e) replace the name and address as to where  notices to the Company
shall be addressed in Section 18 with the following:

                  "if to the Company:

                  Ramp Corporation
                  33 Maiden Lane
                  New York, New York 10038
                  Tel: (212) 440-1500
                  Fax: (212) 504-0870
                  Attention: Andrew Brown

                  with a copy to:

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

         2.  Ratification;  Conflicts.  Except as  specifically  amended hereby,
nothing herein shall otherwise modify, reduce, amend or otherwise supplement the
terms and provisions of the Employment  Agreement  which are hereby ratified and
affirmed and shall remain in full force and effect in accordance with its terms.
In the event of any conflict  between any provision of this  Amendment No. 1 and
any provision of the Employment Agreement,  the provisions of this Amendment No.
1 shall be controlling.


         3.  Governing  Law.  This  Amendment  No.  1 shall be  governed  by and
construed in accordance  with the laws of the State of New York,  without giving
effect to the principles of conflicts of laws.

         4.  Counterparts.  This  Amendment  No. 1 may be  executed  in multiple
counterparts, each of which shall be an original but all of which together shall
constitute one and the same Amendment No. 1.

         IN WITNESS  WHEREOF,  the Company and the Executive  have duly executed
this Amendment No. 1 as of the date first above written.

EXECUTIVE:                              COMPANY:

By: __________________________          By: ____________________________________
       Louis Hyman                          Andrew Brown
                                            Chairman of the Board, Chief
                                            Executive Officer and President