EXHIBIT 10.37
AGREEMENT FOR PAYMENT OF ACCOUNT
AGREEMENT FOR PAYMENT OF ACCOUNT dated as of March 3, 2005 (this
"Agreement"), by and between RAMP CORPORATION, a Delaware corporation ("Ramp"),
and Mathe, Inc., a New Jersey corporation ("Mathe").
WHEREAS, Ramp anticipates purchasing significant amounts of equipment
and installations services relating to its HealthRamp subsidiary from Mathe in
2005; and
WHEREAS, Ramp wishes to reach an agreement to make payment to Mathe on
account in Ramp common stock, par value $0.01 per share (the "Common Stock");
and
WHEREAS, Ramp and Mathe have reached agreement on the terms for such an
agreement;
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. Mathe hereby agrees to accept and receive as
payment on account, a stock payment (a "Stock Payment") in the amount of up to
500,000 shares to be paid by Ramp in timing and increments determined by Ramp.
Ramp and Mathe will accept as payment on account the issuance of shares of
common stock. Mathe will apply all proceeds from the sale of common stock to the
account of Ramp.
2. Mathe Representations. Mathe 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 Mathe 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. Mathe acknowledges that Ramp will be relying on the
representations and warranties of Mathe set forth in this Section 2 in issuing
the Common Stock to Mathe under an exemption from registration under the Act.
3. 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. Mathe 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.
4. 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 Mathe 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 Mathe, Inc.
By: ___________________________ By: ___________________________
Name:__________________________ Name: _________________________
Title: ________________________ Title: ________________________
