EXHIBIT 10.39
[Letterhead of RAMP Corporation]
AGREEMENT FOR PAYMENT OF ACCOUNT
AGREEMENT FOR PAYMENT OF ACCOUNT dated as of March 8, 2005 by and
between RAMP CORPORATION, a Delaware corporation ("Ramp"), and Design
Accessories, a Virginia corporation ("Design").
WHEREAS, Ramp wishes to reach an agreement on a payment plan to
compensate Design Accessories for the balance owed to Design Accessories of
$20,668.66 as of March 3, 2005; and
WHEREAS, Ramp and Design Accessories have reached agreement on the
terms for the satisfaction of such balances owing to Design Accessories.
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, the parties agree as follows:
1) Ramp agrees to pay the debt due to Design totaling $20,668.66
(the "Past Due Balance").
2) Design Accessories hereby agrees to accept and receive as
payment for the Past Due Balance a stock payment (a "Stock
Payment") to be paid by Ramp on or before April 15, 2005. Ramp
and Design Accessories will accept as payment in full the
issuance of shares of Ramp common stock, par value $0.01 per
share (the "Common Stock") priced at the average of the 5
closing prices prior to March 8, 2005 as provided for herein
(the "Stock Grants").
3) Design Release. Provided Ramp is not in breach under the terms
of this Agreement, Design shall forebear and suspend any
legal, equitable or other action against Ramp for collection
of the Past Due Balance. Upon execution of this Agreement
Design will release Ramp, its subsidiaries, officers,
directors, employees, agents, successors and assigns from any
and all claims, damages, liabilities, actions or causes of
action for money owed by Ramp to Design, its subsidiaries,
officers, directors, employees, agents, successors and assigns
for services rendered through the date of this Agreement and
thereafter in any regard relating to the Past Due Balance.
4) This agreement may not be modified or altered except with the
written consent of all parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their authorized officers as of the date first written above.
RAMP CORPORATION Design Accessories
By: ___________________________ By: ___________________________
Name:___________________________ Name: ___________________________
Title: ___________________________ Title: ___________________________
