THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR
OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT
FROM, OR NOT SUBJECT TO, SUCH REGISTRATION UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS.



                                 PROMISSORY NOTE


U.S. $400,000.00                                                   June 14, 2004

    For  value  received,   the  undersigned,   Ramp  Corporation,   a  Delaware
corporation  (the  "Maker"),  promises  to pay to the  order of  Canon  Ventures
Limited,  a British Virgin Islands  partnership  (the  "Holder"),  the aggregate
principal amount of Four Hundred Thousand Dollars (US $400,000.00) together with
interest on the unpaid  principal  amount of this  Promissory Note (the "Note"),
computed  quarterly (or on the Maturity  Date, if earlier) on the basis of a 360
day year,  at the rate of two hundred  basis  points  plus a variable  per annum
interest rate equal to the "Prime Rate"  published in the "Money Rates"  section
of The Wall Street  Journal  from  time-to-time,  adjusted  when such Prime Rate
changes (the "Prime Rate"). All payments by the Maker hereunder shall be made in
United States Dollars and in immediately available funds.

            1.  Interest.  Interest on the principal  amount  outstanding at any
      time under this Note (and on any unpaid interest,  to the extent permitted
      by applicable  law),  shall accrue and be paid quarterly (or on a Maturity
      Date, if earlier), in arrears, computed on the basis of a 360 day year, at
      the rate per  annum of two  hundred  basis  points  plus the  Prime  Rate.
      Accrual of interest  shall  commence on the date hereof and continue until
      payment  in full  of the  unpaid  principal  and all  accrued  and  unpaid
      interest  on this Note on or  before  the  Maturity  Date (as  defined  in
      Section 2 hereof). Upon the Maker's failure to pay any principal, interest
      or other  amount if and when due under  this  Note and such  breach  shall
      continue uncured for ten (10)  consecutive days (the "Cure Period"),  then
      to the extent  permitted by law, the Maker will pay interest to the Holder
      on the outstanding  principal amount of the Note on a monthly basis,  from
      the date of the Cure  Period  until  payment  in full,  at the rate of six
      hundred basis points plus the Prime Rate per annum.

            2.    Maturity Date and Payment.

      (a) The  outstanding  principal  amount of this Note, plus all accrued and
unpaid  interest,  shall be due and payable by Maker on the Maturity  Date.  For
purposes of this Agreement,  the term "Maturity Date" shall mean the earliest to
occur of any of the following events:

      (i)   the earlier of: (a) June 30,  2004;  or (b) five (5)  business  days
            following  the  effectiveness,  as  declared by the  Securities  and
            Exchange Commission,  of that certain Registration Statement on Form
            S-3  (No.  333-114734),  filed  with  the  Securities  and  Exchange
            Commission on April 22, 2004;
<PAGE>
      (ii)  immediately  prior to the  occurrence  of a Change  in  Control  (as
            defined below); and

      (iii) upon the  occurrence of an Event of Default (as defined in Section 4
            hereof).



      (b) The Maker may prepay all or a portion of the outstanding principal and
interest of this Note, at any time and from time to time,  prior to the Maturity
Date without premium or penalty.  Each prepayment  shall be applied first to the
payment of all interest accrued hereunder on the date of any prepayment, and the
balance of any such prepayment shall be applied to the principal amount hereof.

      (c) Change in Control.  As used herein the term "Change in Control"  shall
be deemed to have  occurred  if: (a) any  "person" or "group" (as such terms are
used in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Act")), becomes a "beneficial owner" (as such term is used in Rule
13d-3 promulgated under the Act), after the date hereof, directly or indirectly,
of securities  of the Maker  representing  more than 50% of the combined  voting
power of the Maker's then outstanding  securities;  (b) a change in "control" of
the Maker (as the term  "control" is defined in Rule 12b-2 or any successor rule
promulgated  under the Act) shall have occurred;  (c) the Maker shall consummate
the sale or disposition of all or  substantially  all of the Maker's assets;  or
(d) the Maker shall  consummate  a merger,  consolidation,  recapitalization  or
other  similar  transaction,  other than a merger or  consolidation  which would
result in the combined voting power of the Maker's voting securities outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) 50% or more of the combined voting power of the voting securities of the
Maker or such  surviving  entity  outstanding  immediately  after such merger or
consolidation.

      3. Holder's  Representations and Warranties.  As of the date of this Note,
the Holder  represents  and warrants to the Maker that: (a) it is an "accredited
investor" as defined  under Rule 501(a) of  Regulation D  promulgated  under the
Securities Act, (b) it is not a "U.S.  person",  as defined under Rule 902(o) of
Regulation S of the Securities Act and is not acquiring the Note for the account
or  benefit  of any U.S.  person,  (c) the  Holder is  acquiring  the Note in an
"offshore transaction",  as defined in Rule 902(i) of Regulation S, (d) the Note
was not offered to the Holder in the United States and, at the time of execution
of this Note and the time of any offer to the Holder  hereunder,  the Holder was
physically  located outside of the United States, and (e) the Note has been sold
pursuant to  Regulation S under the  Securities  Act.

      4. Events of Default. The occurrence at any time of any one or more of the
following events shall constitute an "Event of Default" under this Note: (a) the
Maker's  failure to pay any principal,  interest or other amount if and when due
under this Note and such breach shall continue  uncured for ten (10) consecutive
days; (b) failure of the Maker to perform its agreements and  obligations,  or a
material  breach of any of the Maker's  representations  and warranties or other
obligations  under  this  Note;  (c) a  material  breach  of any of the  Maker's
covenants under this Note and such breach shall continue uncured for a period of
ten (10)  business  days after  notice from the Holder of such  breach;  (d) the
dissolution, liquidation or termination of the legal existence of the Maker; (e)
the appointment of a receiver,  trustee or similar  judicial officer or agent to
take charge of or liquidate  any  property of assets of the Maker,  or action by
any court to take  jurisdiction of all or  substantially  all of the property or
assets  of the  Maker;  and (f) the  commencement  of any  proceeding  under any
provision of the Bankruptcy  Code of the United  States,  as now in existence or
hereafter  amended,  or of any other  proceeding under any federal or state law,
now  existing or hereafter in effect,  relating to  bankruptcy,  reorganization,
insolvency,  liquidation or otherwise, for the relief of debtors or readjustment
of indebtedness, by or against the Maker.

                                       -2
<PAGE>

      5. Remedies.  Upon the  occurrence of an Event of Default,  subject to any
notice and cure periods as provided herein,  the Holder shall have the immediate
right, at its sole discretion, and without further notice, demand,  presentment,
notice of nonpayment or nonperformance,  protest,  notice of protest,  notice of
intent to accelerate,  notice of acceleration or any other notice,  all of which
are hereby  irrevocably and  unconditionally  waived by the Maker to declare the
entire unpaid principal  balance,  and all accrued but unpaid interest and costs
at once immediately due and payable (and upon such  declaration,  the same shall
be at once immediately due and payable) and may be collected forthwith,  whether
or not  there  has  been a  prior  demand  for  payment  and  regardless  of the
stipulated Maturity Date.

      6.  Maximum  Interest  Rate.  It is the  intention  of the Holder that the
interest on the Note that may be charged to, collected from or received from the
Maker  shall not exceed the  maximum  rate  permissible  under  applicable  law.
Accordingly, anything in this Note to the contrary notwithstanding, in the event
any  interest is charged to,  collected  from or received  from the Maker by the
Holder  pursuant  hereto or thereto in excess of such maximum lawful rate,  then
the excess of such payment over that maximum  shall be applied to the  reduction
of the outstanding principal balance of the Note (without any prepayment premium
or penalty),  and any portion of such excess payment remaining after payment and
satisfaction in full of the Note shall be returned by the Holder to the Maker.

      7. Subsequent Financing;  Right of First Refusal. (a) From the date hereof
until  payment  in full of the  unpaid  principal  and all  accrued  and  unpaid
interest on this Note,  in cash or debt or equity  securities  of the Maker (the
"Termination  Date"),  the Maker  covenants and agrees to promptly notify (in no
event later than five (5) calendar  days after making or receiving an applicable
offer) in writing (a "Rights  Notice") the Holder of the terms and conditions of
any proposed  offer or sale to, or exchange with (or other type of  distribution
to)  any  third  party  (a  "Subsequent  Financing"),  of  Common  Stock  or any
securities convertible, exercisable or exchangeable into Common Stock, including
convertible  debt  securities.  The Rights Notice shall describe,  in reasonable
detail,  the proposed  Subsequent  Financing,  the proposed  closing date of the
Subsequent Financing,  which shall be not less than three (3) calendar days from
the  date the  Rights  Notice  is  received  by the  Maker,  including,  without
limitation,  all of the material  terms and  conditions  thereof,  to the extent
available,  and the  proposed  definitive  documentation  to be entered  into in
connection therewith.  The Rights Notice shall provide the Holder an option (the
"Rights  Option")  during the five (5) business  days  following  receipt of the
Rights Notice by the Holder (the "Option Period"),  to purchase all or a portion
of the  securities  being  offered  in such  Subsequent  Financing  on the same,
absolute terms and conditions as contemplated by such Subsequent  Financing (the
"First  Refusal  Rights").  If the  Holder  elects  not to  participate  in such
Subsequent  Financing  or elects to  purchase  only a portion of the  securities
offered,  any other  person may  participate  in the  Subsequent  Financing on a
pro-rata  basis.  If the Maker does not receive notice of exercise of the Rights
Option from the Holder within the Option Period,  the Maker shall have the right
to close the  Subsequent  Financing on the  scheduled  closing date with a third
party; provided that all of the material terms and conditions of the closing are
substantially  the same as those provided to the Holder in the Rights Notice. If
the closing of the proposed  Subsequent  Financing  does not occur within thirty
(30)  days  from the  date the  Rights  Notice  is  given,  any  closing  of the
contemplated  Subsequent  Financing or any other  Subsequent  Financing shall be
subject to all of the provisions of this Section, including, without limitation,
the  delivery of a new Rights  Notice.  Following  the  Termination  Date,  this
Section 9 shall terminate in its entirety and have no further force and effect.

      (b)  For  purposes  of  this  Note,  a  Permitted  Financing  (as  defined
hereinafter)  shall not be  considered  a  Subsequent  Financing.  A  "Permitted
Financing" shall mean (i) shares of Common Stock to be issued in connection with
a  strategic  merger  or  acquisition,   including,   without  limitation,   the

                                       3
<PAGE>

acquisition of the assets of Berdy Medical Systems,  Inc.; (ii) shares of Common
Stock  or the  issuance  of  options  to  purchase  shares  of  Common  Stock to
employees,  officers, directors,  consultants and vendors in accordance with the
Company's equity incentive  policies or stock option plan; (iii) the issuance of
securities  pursuant  to a bona fide firm  underwritten  public  offering of the
Company's  securities;  or (iv) the  conversion  or exercise of  convertible  or
exercisable  securities  issued  or  outstanding  prior to the date  hereof.

            8.    Miscellaneous.

      (a)  Governing  Law;  Jurisdiction.  This Note  shall be  governed  by and
construed and interpreted in accordance  with, the laws of the State of New York
without  regard to its  principles  of conflicts of laws or choice of laws.  The
Maker and the Holder unconditionally and irrevocably consent to the jurisdiction
of the federal and state courts located in the State of New York,  County of New
York with respect to any suit,  action or proceeding  arising out of or relating
to this Note,  and, by execution  and  delivery of this Note,  the Maker and the
Holder hereby accept for  respectively  for themselves,  and in respect of their
property,  generally  and  unconditionally  the  personal  jurisdiction  of  the
aforesaid  courts.  The  Maker  and  the  Holder  hereby   unconditionally   and
irrevocably waive any objection including,  without limitation, any objection to
the laying of venue or based on the grounds of forum non  conveniens  which they
may now or hereafter  have to the bringing of any such action or  proceeding  in
such courts. The Maker and the Holder hereby irrevocably  consent to the service
of process on an agent of any of the aforementioned courts in any such action or
proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage  prepaid.  Nothing  herein  shall  affect  the right of the Maker or the
Holder to serve  process in any manner  permitted  by law or to  commence  legal
proceedings  or  otherwise   proceed  against  the  other  party  in  any  other
jurisdiction.

      THE MAKER AND THE HOLDER  HEREBY  WAIVE ANY AND ALL RIGHTS THAT IT MAY NOW
OR HEREAFTER  HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA,  ANY STATE OR
TERRITORY,  TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER  DIRECTLY OR
INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE MAKER AND THE HOLDER OR THEIR
SUCCESSORS AND PERMITTED ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE.

      (b) Waiver of Presentment and Notice.  Subject to the terms and conditions
of this Note, the Maker hereby waives presentment for payment, demand, notice of
non-payment,  nonperformance or dishonor,  protest, notice of protest, notice of
intent to  accelerate,  and notice of  acceleration  of this Note, and all other
notices in connection with the delivery,  acceptance,  performance,  default, or
enforcement  of the  terms of this  Note and the Maker  hereby  agrees  that its
liability under this Note shall be irrevocable and  unconditional  and shall not
be affected in any manner by any indulgence,  extension of time, renewal, waiver
or modification granted or consented to by the Holder. The Maker hereby consents
to any and all extensions of time,  renewals,  waivers or modifications that may
be  granted  by the  Holder in  writing  with  respect  to the  payment or other
provisions  of this  Note.  Failure  by the  Holder  to insist  upon the  strict
performance by the Maker of any terms and provisions  herein shall not be deemed
to be a waiver of any terms and provisions  herein,  and the Holder shall retain
the right  thereafter to insist upon strict  performance by the Maker of any and
all terms and provisions of this Note or any document  securing the repayment of
this Note.

      (c) Replacement.  Upon receipt of a duly executed, notarized and unsecured
written statement from the Holder with respect to the loss, theft or destruction
of this Note (or any  replacement  hereof),  and without  requiring an indemnity
bond or other  security,  or, in the case of a  mutilation  of this  Note,  upon
surrender and  cancellation  of such Note,  the Maker shall issue a new Note, of
like tenor and amount,  in lieu of such lost,  stolen,  destroyed  or  mutilated
Note.

                                       -4-
<PAGE>

      (d) Enforcement Expenses.  The Maker agrees to pay all out-of-pocket costs
and expenses  incurred by the Holder in connection  with the enforcement of this
Note,  including,   without  limitation,  all  reasonable  attorneys'  fees  and
expenses.

      (e)  Assignment.  Neither  this Note nor any of the rights,  interests  or
obligations  hereunder  may be assigned,  by operation of law or  otherwise,  in
whole or in part by the Maker to any person or entity,  except  with the consent
of the Holder.

      (f) Notices. All notices and other communications required or permitted to
be given  pursuant to this Note shall be in writing  signed by the  sender,  and
shall be deemed duly given (i) on the date  delivered if  personally  delivered,
(ii)  on  the  date  sent  by  telecopier  with  automatic  confirmation  by the
transmitting  machine,  (iii) on the  business  day after  being sent by Federal
Express  or  another  recognized  overnight  mail  service  for next day or next
business day delivery,  or (iv) five business days after  mailing,  if mailed by
United States  postage-prepaid  certified or  registered  mail,  return  receipt
requested,  in each case  addressed to the Maker or the Holder at the  following
respective addresses:

               if to the Maker to:      Canon Ventures Limited
                                        11 Lamed Hae Street
                                        Givatayim, Israel
                                        Attention:  Ms. Michal Cohen
                                        Facsimile:   (____) ___-______

               if to the Holder to:     Ramp Corporation
                                        33 Maiden Lane
                                        New York, New York  10038
                                        Attention:  Mr. Andrew Brown
                                        Facsimile:  (509) 757-4801

               with a copy to:          Jenkens & Gilchrist Parker Chapin LLP
                                        The Chrysler Building
                                        405 Lexington Avenue
                                        New York, NY 10174
                                        Facsimile:   (212) 704-6288
                                        Attention:  Martin Eric Weisberg, Esq.

or, as to each party, at such other address as shall be designated by such party
in a written  notice to the other party  complying as to delivery with the terms
of this paragraph.

      (g)  Severability.  If any  provision  of this Note is found by a court of
competent  jurisdiction  to be invalid or  unenforceable  as  written,  then the
parties  intend and desire that such provision be enforceable to the full extent
permitted by law, and that the invalidity or  unenforceability of such provision
shall not affect the validity or enforceability of the remainder of this Note.

      (h)  Headings.  Article  and section  headings  in this Note are  included
herein for purposes of  convenience of reference only and shall not constitute a
part of this Note for any other purpose.

                                       RAMP CORPORATION


                                       By:
                                            ------------------------------------
                                            Name:  Andrew Brown
                                            Title:    President


Source: OneCLE Business Contracts.