EXHIBIT 10.38
AGREEMENT FOR PAYMENT OF ACCOUNT
AGREEMENT FOR PAYMENT OF ACCOUNT dated as of March 7, 2005 by and
between RAMP CORPORATION, a Delaware corporation ("Ramp"), and ROI Group
Associates, a New York corporation ("ROI").
WHEREAS, ROI has issued to Ramp ROI Invoice #603 dated January 10, 2005 attached
to this agreement as Exhibit A (the "Invoice") for investor relations and
research services to be performed in 2005; and
WHEREAS, Ramp wishes to reach an agreement on a payment plan to
ROI for the payment of the Invoice; and
WHEREAS, Ramp and ROI have reached agreement on the terms for the
satisfaction of such balances owing to ROI.
NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Payment of Account. The total unpaid balance of the Invoice equals
$250,000.00 (the "Invoice Amount"). ROI hereby agrees to accept and receive as
payment for the Invoice Amount a stock payment (a "Stock Payment") to be paid by
Ramp on or before April 15, 2005. Ramp and ROI 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 $1.80 per share as provided for herein (the "Stock
Grants").
2. ROI Representations. ROI represents and warrants to Ramp that (a) it
is an "accredited investor", which is defined under Rule 501(a)(3) of the
Securities Act of 1933, as amended (the "Act"), as a corporation with total
assets in excess of $5,000,000; (b) it is acquiring the shares of Common Stock
issued in respect of the Stock Grant for its own account and for investment
purposes only; (c) it has no present intention to distribute any of such shares
publicly and has no present agreement, understanding or arrangement to
subdivide, sell, assign, transfer or otherwise dispose of all or any part of
such shares subscribed for to any other person or entity. Notwithstanding the
above, it is acknowledged that ROI may publicly sell the shares in the open
market without restriction through its broker if a registration statement
covering the shares is declared effective (and remains effective at the time of
sale) by the Commission. ROI acknowledges that Ramp will be relying on the
representations and warranties of ROI set forth in this Section 2 in issuing the
Common Stock to ROI under an exemption from registration under the Act.
3. ROI Release. Provided Ramp is not in breach under the terms of this
Agreement, ROI shall forebear and suspend any legal, equitable or other action
against Ramp for collection of the Invoice Amount. Upon execution of this
Agreement ROI 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 ROI, 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 Invoice Amount.
4. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard to
New York's conflicts of law principles. This Agreement shall not be interpreted
or construed with any presumption against the party that caused this Agreement
to be drafted. ROI and Ramp hereby consent to the jurisdiction of the Federal
District Court of the Southern District of New York with respect to any action,
suit or other proceeding arising out of or relating to this Agreement.
5. Miscellaneous.
(a) This Agreement may not be amended, modified or waived, except by
an instrument in writing signed by each of the parties hereto. This Agreement
constitutes the entire understanding and agreement of the parties with respect
to the subject matter hereof.
(b) Should there be any conflict between the terms and provisions of
the Master Agreement and this Agreement, the terms and provisions of this
Agreement shall govern and be controlling.
(c) This Agreement may not be assigned by either party without the
prior written consent of ROI hereto. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and permitted
assigns.
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 ROI Group Associates
By: ___________________________ By: ___________________________
Name: ___________________________ Name: ___________________________
Title: ___________________________ Title: ___________________________
