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EXHIBIT 10.36
FEE PAYMENT AGREEMENT
THIS FEE PAYMENT AGREEMENT, dated as of March 11, 2005 (this
"Agreement"), is by and between Ramp Corporation, a Delaware
corporation
("Company"), having an address at 33 Maiden Lane, New York, New
York 10038 and
PC Newco, LLC, a New York limited liability company (the
"Agent"), having an
address at The Chrysler Building, 405 Lexington Avenue, New
York, New York
10174, as a collection agent for Jenkens & Gilchrist Parker
Chapin LLP, a New
York limited liability partnership (the "Firm"), having an
address at The
Chrysler Building, 405 Lexington Avenue, New York, New York
10174.
WITNESSETH:
WHEREAS, the Firm has represented the Company and its
subsidiaries in
various general corporate and securities matters and the Firm
has rendered
invoices for the period ended March 11, 2005 (together, the
"Outstanding
Invoice") in connection with such matters in the amount of
$377,453.19.
WHEREAS, the Company desires to make payment of the Outstanding
Invoice
to the Firm for such representation and to provide for payment
of future
invoices by the Firm for such matters; and
WHEREAS, the Company has offered to pay the Outstanding Invoice
in
shares of common stock, par value $.001, of the Company, and the
Agent, for the
benefit of the Firm, is willing to accept such shares as partial
payment of the
Outstanding Invoice, on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
the
mutual covenants and agreements set forth herein, and for other
good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the Company and the Agent hereby agree as
follows:
1. Payment in Stock. The Company shall issue an aggregate of
350,000 shares of
common stock, par value $.001 per share (the "Shares"), to the
Agent, as a
collection agent for Jenkens & Gilchris
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