EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT dated as of October 12, 2004 (this  "Agreement"),
between  Ramp  Corporation  (the   "Company"),   and  Ronald   Munkittrick  (the
"Executive").

                                    RECITALS

         WHEREAS,  the Company desires to employ the Executive and the Executive
desires to accept such employment by the Company on the terms and subject to the
conditions hereinafter set forth;

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
obligations hereinafter set forth, the parties hereto agree as follows:

         1. Employment. The Company hereby employs the Executive as an Executive
Vice President and Chief  Financial  Officer,  and the Executive  hereby accepts
such  employment by the Company,  upon the terms and conditions  hereinafter set
forth. The Executive shall perform such services as the Chief Financial  Officer
of the Company as the Chairman of the Board, the Chief Executive  Officer or the
Board of  Directors of the Company  (collectively  the  "Supervising  Persons"),
shall in good faith direct.

         2. Term. Subject to the provisions for earlier termination  provided in
this Agreement,  the term of the Executive's employment shall initially be for a
12-month period commencing on the date hereof (the "Effective Date"), and ending
on October 12, 2005 (the "Initial  Term").  Unless  either party,  upon not less
than 90 days'  prior  written  notice to the other (a "Notice  of  Termination")
before the end of the  Initial  Term,  elects not to renew this  Agreement,  the
Executive's  employment  under this Agreement  shall renew on the same terms and
conditions as set forth herein. Such Notice of Termination shall not be required
with respect to any  termination  pursuant to Sections 6, 7, 8 or 9 below and an
election  not to  renew  pursuant  to this  Section  2 shall  not  constitute  a
"Termination Without Cause" for purposes of Section 8 and Section 11(b).

         3. Duties.
            ------

              (a) During the Employment  Period, the Executive shall be employed
as Chief Financial Officer and an Executive Vice President of the Company.  Such
title may be changed from time to time by the Company,  so long as the Executive
maintains the substantially  similar level of authority and responsibility.  The
Executive shall serve under and report to the Supervising  Persons.  The Company
and each of their  direct or  indirect  subsidiaries,  divisions,  partnerships,
limited  liability  companies,  joint ventures and  affiliates  are  hereinafter
referred to collectively as the "Group."

              (b) During the Employment  Period, the Executive shall perform for
the Group the services normally rendered by a similarly situated  executive,  as
well as such  other  services  and  duties  commensurate  with  the  Executive's
position with the Company as the Supervising  Persons may direct.  The Executive
shall abide by the  Company's  and the Group's  policies,  standards,  rules and
regulations  (including without limitation any ethical rules or standards) as in
effect from time to time after  obtaining  knowledge  thereof,  and shall in all
respects  use his  best  efforts  to  conform  to and  comply  with  the  lawful
directions and instructions given to the Executive by the Supervising Persons.




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              (c) During the Employment Period, the Executive shall: (i) use his
best efforts to perform the Executive's duties with efficiency,  diligence, care
and conscientiousness;  (ii) provide to the Supervising Persons such information
regarding the Group's business and operations as any of them shall require;  and
(iii) at all times act consistently with the Executive's  duties and obligations
to the Company and the Group and use the Executive's best efforts to promote and
serve the interests of the Company and the Group.

         4. Time to be Devoted to Employment.  During the Employment Period, the
Executive  shall  devote the  Executive's  full  business  time,  attention  and
energies  to the  business  of the Company and the Group and shall not engage in
any other business,  without prior consent of a Supervising Person,  which shall
not be unreasonably withheld,  whether or not such activity is pursued for gain,
profit or other pecuniary advantage; provided, however, the Executive may own up
to 5% of the  capital  stock of any  entity  that is  publicly-traded  on a U.S.
national stock exchange or quotation  system,  so long as the Executive does not
control, directly or indirectly, through one or more entities or groups (whether
formal  or  informal),  the  voting or  disposition  of  greater  than 5% of the
aggregate beneficial ownership interest of any such entity.

         5. Compensation;  Benefits and Reimbursement. For all services rendered
by the  Executive  in any  capacity  during the  Employment  Period,  including,
without limitation,  services as an officer, director or member of any committee
of the Company or any member of the Group, the Executive shall be compensated as
follows (subject, in each case to the provisions of Sections 6-10 below):

              (a) During the Employment  Period, the Company shall pay, or cause
to be paid,  to the  Executive a base  salary  (the "Base  Salary") at a rate of
$195,000 on an annualized  basis,  which shall be payable in accordance with the
customary payroll practices of the Company.  Provided,  however,  that Executive
will receive a reduced  salary equal to Base Salary minus $75,000 ( $120,000) on
an annualized basis through December 31, 2004 and a reduced salary equal to Base
Salary minus $45,000  ($150,000)  on an  annualized  basis from January 1, 2005-
March 31, 2005. After March 31, 2005 the Executive will be paid the Base Salary.
Additionally,  Executive  will  participate  in the  employee  restricted  stock
ownership plan at a level of 3.2%.

              (b) Executive shall be entitled to receive a  discretionary  bonus
from the Company within a month of December 31, 2005 as reasonably determined by
the Chief  Executive  Officer.  No bonus shall be  required,  and any bonus paid
under  this  provision  will be at the sole  discretion  of the Chief  Executive
Officer of the Company.

              (c) During the Employment  Period, the Executive shall be entitled
to the following:

                  (i)  participation in the Company's and/or the Group's pension
and benefit plans as the Company and/or the Group generally  maintains from time
to time during the Employment  Period for the benefit of its similarly  situated
employees, in each case subject to the eligibility  requirements and other terms
and provisions of such plans or programs;  provided, however, the Company and/or
the Group may modify or  discontinue  any such  benefits,  plans or programs and
change  employee  contribution  amounts to benefit costs  without  notice in its
discretion.  The  Company  will pay 100% of the cost of the  Executive's  family
health  coverage.  Prior to  joining  the  Company  sponsored  health  insurance
program,  the Company will  reimburse




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the  Executive  for the cost of COBRA not to exceed the cost the  Company  would
otherwise have incurred had the Executive  joined the Company  sponsored  health
insurance plan.

Notwithstanding the foregoing in this Section 5(c)(i),  Executive shall continue
to be entitled to all benefits to which  Executive  shall be entitled under this
Section  5(c)(i)  immediately  prior to a change in control of the Company for a
period of two years after such change in control.

                  (ii)  reimbursement  for all reasonable  and necessary  out-of
pocket expenses  incurred in the ordinary  course of the Executive's  employment
during the  Employment  Period,  including  travel and  entertainment  expenses,
according to the Company's expense account and  reimbursement  policies in place
from time to time and  provided  that the  Executive  shall  submit  appropriate
documentation  sufficient for tax purposes to substantiate the expenditure as an
income tax deduction.  Each such expenditure shall be reimbursable only if it is
of a nature  qualifying it as a proper deduction on the federal and state income
tax returns of the Company,  or with the prior written approval of a Supervising
Person.  Further,  the Executive  must obtain the prior consent of a Supervising
Person with respect to any single  expense in excess of $2,500 or any  aggregate
expenses that exceed $10,000 in any one-month period.

                  (iii) During the Employment  Period, the Executive will accrue
vacation at the rate of 1.67 days for each full month worked, up to a maximum of
twenty (20) days per year.  Vacation  accruals  may not exceed  twenty (20) days
(the "Maximum Accrual").  Accordingly,  once the Maximum Accrual is reached, all
further vacation  accruals will cease.  Vacation  accruals will recommence after
Executive  has taken  vacation  and his vacation  accrual has dropped  below the
Maximum Accrual.  To the extent this Section 5(c)(iv) conflicts with any Company
policy, the provisions hereof shall prevail.

              (d) If a change in control of the Company occurs and if within 365
days  thereafter  Executive's  employment  hereunder  shall be terminated by the
Company  without  Cause,  then,  in addition to all other  payments and benefits
provided for elsewhere in this Agreement:

                  (i) the  Company  shall pay or cause to be paid to  Executive,
cash  compensation  in an amount  equal to twice  Executive's  then current Base
Salary on the date of such termination of Executive's employment;

                  (ii) the Company shall pay or cause to be paid to Executive, a
cash performance  bonus in an amount equal to twice the aggregate amount of cash
which  Executive was entitled to receive from the Company as bonus  compensation
with  respect  to the  twelve-month  period  immediately  preceding  the date of
termination of Executive's termination hereunder;

                  (iii) Any unvested Options or other stock incentive (including
without  limitation the restricted  stock  ownership plan  referenced in Section
5(a))  described  in  Section 5 hereof  shall  vest and in the case of  Options,
become exercisable immediately and remain exercisable for the remaining original
term of the Options; and

                  (iv)  Notwithstanding  subsections  (i) and (ii) above, if the
change in control shall result from the sale of the Company for less than Thirty
One Million Dollars ($31,000,000),  each such subsection shall be interpreted as
if the word "twice" had been omitted.


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              (e) For the  purpose  of this  Amendment,  a "change  in  control"
means:  (A) the direct or  indirect  acquisition,  whether in one or a series of
transactions  by any person (as such term is used in Section  13(d) and  Section
14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended  (the  "EXCHANGE
ACT")),  or related  persons  constituting a group (as such term is used in Rule
13d-5 under the Exchange  Act), of (1)  beneficial  ownership (as defined in the
Exchange  Act) of issued and  outstanding  shares of stock of the  Company,  the
result of which  acquisition  is that such  person or such  group  possesses  in
excess of 25% of the combined  voting power of all  then-issued  and outstanding
stock of the Company, or (2) the power to elect,  appoint, or cause the election
or appointment of at least a majority of the members of the Board (or such other
governing  body in the  event  the  Company  or any  successor  entity  is not a
corporation);  (B) a merger or  consolidation  of the Company with a person or a
direct or indirect  subsidiary of such person,  provided that the result of such
merger or consolidation,  whether in one or a series of related transactions, is
that the holders of the  outstanding  voting  stock of the  Company  immediately
prior to the consummation of such  transaction do not possess,  whether directly
or  indirectly,   immediately   after  the   consummation   of  such  merger  or
consolidation,  in excess of 25% of the combined voting power of all then-issued
and  outstanding  stock of the  merged or  consolidated  person,  its  direct or
indirect parent, or the surviving person of such merger or consolidation; or (C)
a sale or  disposition,  whether in one or a series of  transactions,  of all or
substantially all of the Company's assets.

         6. Involuntary Termination.
            -----------------------

              (a)  To  the  extent  permitted  by  law,  in  the  event  of  the
Executive's  physical or mental  disability  that  prevents the  Executive  from
performing  the services  required to be performed by the  Executive  under this
Agreement for a period of at least 120 consecutive  days or 150  non-consecutive
days in any  12-month  period  (such  condition  being  herein  referred to as a
"Disability"),  the Company may, at its option, terminate this Agreement and the
Executive's employment hereunder,  effective upon giving the Executive notice to
that effect. In the event of a dispute as to the Executive's  ability to perform
the Executive's  duties, the Company may refer the same to a licensed practicing
physician of the Company's  choice,  and the Executive  agrees to submit to such
non-invasive tests and examination as such physician shall deem appropriate.

              (b) If the  Executive  dies  during the  Employment  Period,  this
Agreement  and the  Executive's  employment  hereunder  shall  be  deemed  to be
terminated as of the date of Executive's death (such  termination,  as well as a
termination for Disability  under Section 6(a) above being referred to herein as
an "Involuntary Termination").

         7.  Termination For Cause. The Company may terminate this Agreement and
the  employment  of the  Executive  hereunder at any time during the  Employment
Period for Cause by giving the  Executive  written  notice of such  termination,
which termination  shall take effect  immediately upon receipt of such notice (a
"Termination  for Cause").  For the purposes of this  Agreement,  "Cause"  shall
mean:

              (a) any breach of the Executive's obligations under this Agreement
in any  material  respect,  if such  breach  is not cured  within 15 days  after
written  notice  from the  Company  describing  the  alleged  breach;  provided,
however,  a breach of Sections 12, 13, 14 or 17 shall not be subject to any cure
period;


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              (b) gross  incompetence,  willful misconduct or willful neglect in
the execution of the Executive's duties hereunder;

              (c)  fraud,   misappropriation,   theft,   gross   malfeasance  or
dishonesty on the part of Executive in connection  with the  performance  of his
duties to the Company or  otherwise  in his  dealings or  arrangements  with the
Company,  any  member  of the Group or any of its or their  respective  clients,
customers, suppliers or vendors;

              (d)  conviction of the Executive of a felony or a crime  involving
moral turpitude;

              (e) (i) violation of the Executive's  fiduciary obligations to the
Company  or (ii)  conduct  by the  Executive  which  is  inconsistent  with  the
Executive's  position and which results or is reasonably likely to result, in an
adverse  effect  (financial  or  otherwise) on the business or reputation of the
Company or any other member of the Group;

              (f) repeated or continued absence from work during normal business
hours for reasons other than illness, incapacity or permitted vacation;

              (g)  violation by the  Executive  in any  material  respect of any
policies, rules, regulations, standards or practices of the Company or the Group
in place from time to time the  customary  penalty for which is  termination  of
employment; or

              (h) failure to comply  with any lawful  written  directive  of the
Board of directors or any appropriate committee thereof.

         8. Termination  Without Cause. The Company may terminate this Agreement
and the  employment  of the  Executive  hereunder,  for no reason or any  reason
whatsoever  (other  than for  Cause),  at any time upon 90 days'  prior  written
notice and  payment of 90 days' Base  Salary to the  Executive  (a  "Termination
Without Cause").  No payments under this Section 8 will impair any payments owed
to the Executive under Section 11(b),  with those payments  explicitly  being in
addition to any payments due under this Section 8.

         9.  Voluntary  Termination.  The Executive may terminate this Agreement
and his  employment  with the Company  hereunder  at any time by giving 90 days'
prior written notice of termination to the Company; provided,  however, that the
Company  reserves the right to accept the Executive's  notice of termination and
to  accelerate  such  notice  and make  the  Executive's  termination  effective
immediately,  or on any other date prior to the Executive's intended last day of
work as the Company deems appropriate.

         10.  Expiration of Initial  Term.  This  Agreement and the  Executive's
employment  hereunder shall  automatically  terminate upon the expiration of the
Initial  Term,  provided  that  either  party  shall  have  given  a  Notice  of
Termination in accordance with the terms and provisions of Section 2 above.

         11. Effect of  Termination.  Upon any termination of this Agreement and
the employment of the Executive  whether  pursuant to any of Sections 6, 7, 8, 9
or 10 hereof or otherwise,  neither the Executive nor Executive's  beneficiaries
or estate  shall have any  further  rights or claims  against the Company or the
Group under this Agreement or otherwise, except as hereinafter set forth in this
Section 11 and the right to  receive  any  benefits  to which the  Executive  is
entitled  to pursuant to any  Federal  state or local laws,  including,  without
limitation, COBRA laws:


<PAGE>

              (a) the unpaid portion of the Base Salary  provided for in Section
5(a) above to the effective date of termination; and

              (b)  reimbursement  for any expenses for which the Executive shall
not have theretofore been reimbursed as provided in Section 5(c)(ii) above.

         12. Confidentiality and Non-Disclosure.

              (a) The Executive  recognizes  that,  as a valued  employee of the
Company,  Executive  occupies a  position  of trust  with  respect  to  business
information of a secret, proprietary or confidential nature that is the property
of the  Company  and/or  the  Group  and  which  has  been or will be used by or
imparted  to  Executive  from time to time in the course of the  performance  of
Executive's  duties  hereunder.  Executive  acknowledges  and  agrees  that such
Confidential  Information is important,  material and confidential trade secrets
and  proprietary  information  of the Company  and/or the Group,  and materially
affect the successful  conduct of the Company's  and/or the Group's business and
its goodwill. Executive therefore agrees that:

                  (i) The Executive shall use  Confidential  Information only in
the good faith performance of the Executive's  duties  hereunder.  The Executive
shall not at any time during the Employment  Period or  thereafter,  directly or
indirectly,  use Confidential  Information for the Executive's personal benefit,
for the benefit of any other  individual or entity,  or in any manner adverse to
the interests of the Company,  the Group or its or their respective  clients and
customers;

                  (ii) The Executive will not, directly or indirectly,  disclose
Confidential  Information  at any time (during or after the  Employment  Period)
except to  authorized  Company  personnel;  (iii) The Executive  will  safeguard
Confidential  Information by all reasonable  steps and abide by all policies and
procedures of the Company and the Group in effect from time to time and of which
he has obtained knowledge regarding storage,  copying and handling of documents;
and

                  (iv) Promptly on the termination of Executive's employment for
whatever  reason or otherwise on demand,  the Executive  shall return (or in the
event of Executive's death, Executive's personal representative shall return) to
the Company any and all materials,  substances,  models,  software,  prototypes,
documents and the like containing  and/or relating to Confidential  Information,
together  with all other  property of the  Company,  the Group and its and their
respective  customers and clients.  The Executive shall not retain any copies or
reproductions  of  correspondence,   memoranda,  reports,  notebooks,  drawings,
photographs,  databases,  diskettes, or other documents or electronically stored
information of any kind relating to the business,  potential business of affairs
of the Company, the Group and its and their respective clients and customers.

              (b)  "Confidential   Information"   means  and  includes  (i)  all
knowledge, documents,  information, data and material concerning the Company and
the  Group  or  any of  their  respective  businesses,  operations,  affairs  or
financial  condition,  and (ii) all  information  that has been disclosed to the
Company or any other  member of the Group by any third party under an  agreement
or   circumstances   requiring  such   information  to  be  kept   confidential.
Confidential   Information  shall  include,   without  limitation,   the  names,
procedures,  projects,  rates,  fees, and practices of the Company and the Group
and their respective clients;  pricing  information  relating


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to the  Company  and the Group  and  their  respective  vendors  and  suppliers;
compensation  paid to  employees  and  other  terms of  employment;  proprietary
software and  programs;  financial or research  models or processes  and related
data;  and  financial   information   concerning  the  Company  and  the  Group.
Confidential Information shall not include (i) information that is in the public
domain through no fault of Executive; (ii) information published or disseminated
by the  Company  or the  Group  in  the  ordinary  course  of  business  without
restriction;  and (iii)  information  received  from a third  party not under an
obligation  to keep such  information  confidential  and without  breach of this
Agreement by Executive.

              (c) The terms and  provisions of this Section 12 shall survive the
termination of this Agreement and the Executive's employment hereunder.

         13.  Non-Solicitation and Non-Competition
              ------------------------------------

              (a) The Executive  acknowledges  and understands  that, in view of
the position  that the  Executive  will hold as an employee of the Company,  the
Executive's  relationship  with  the  Company  and the  Group  will  afford  the
Executive  extensive  access to Confidential  Information of the Company and the
Group. The Executive  therefore agrees that during the course of the Executive's
employment  with the  Company  or any member of the Group and for a period of 12
months after  termination  of the Executive  employment  with the Company or any
member of the Group  (for any reason or no  reason)  (collectively,  "Restricted
Period"),  the  Executive  shall not in any State  within the  United  States of
America  that the  Company or the Group then  conducts  or  proposes  to conduct
business,  either  directly or  indirectly,  as an owner,  stockholder,  member,
partner, joint venturer, officer, director, consultant,  independent contractor,
agent or employee,  engage in any business or other commercial activity which is
engaged in or is seeking to engage in a "competitive  business". As used in this
Agreement,  the  term  "competitive  business"  shall  mean  any  individual  or
enterprise  engaged  in  point-of-care   technology  and  related   connectivity
solutions to any segment of the healthcare marketplace.

              (b)  During  the  Restricted  Period,  the  Executive  shall  not,
directly or indirectly, either on the Executive's own behalf or on behalf of any
other  individual or commercial  enterprise:  contact,  communicate,  solicit or
transact  any  business   with  or  assist  any  third  party  in   contracting,
communicating,  soliciting  or  transacting  any  business  with  (i) any of the
customers  or clients  of the  Company  or of the  Group,  (ii) any  prospective
customers or clients of the Company or of the Group being  solicited at the time
of the  Executive's  termination,  or (ii) any individual or entity who or which
was within the most recent  12-month  period a customer or client of the Company
or of the  Group,  for the  purpose  of  inducing  such  customer  or  client or
potential  customer or client to be connected to or benefit from any competitive
business or to terminate  its or their  relationship  with the Company or of the
Group.

              (c) The  Executive  further  agrees  that  during  the  Restricted
Period,  the  Executive  will not,  directly or  indirectly  (including  without
limitation  through the use of  "headhunters",  recruiters  or other  employment
agencies)  or by action in concert with  others,  solicit,  recruit or otherwise
induce or influence (or seek to induce or influence) any person or entity who or
which is or will be  hereafter  employed  or  engaged  (as an  employee,  agent,
independent  contractor  or  otherwise) by the Company or the Group to terminate
its, his or her employment or engagement with the Company or the Group. Further,
the Executive agrees that this restriction does not allow him to (i) disclose to
any third party the names, backgrounds or qualifications of any of the Company's
or the Group's  employees  or agents,  or otherwise  identify  them as potential

<PAGE>

candidates   for  employment  or   engagement;   or  (ii)   participate  in  any
pre-employment interviews with any such employee or agent.

              (d) The terms and  provisions of this Section 13 shall survive the
termination of this Agreement and the Executive's employment hereunder.

         14   Inventions.
              ----------

              (a) The Executive will disclose  promptly and fully to the Company
and the Supervising Persons and to no one else: (i) all procedures,  inventions,
developments, ideas, improvements, discoveries, works, modifications, processes,
software programs,  works of authorship,  documentation,  formulae,  techniques,
designs,  methods, trade secrets,  technical  specifications and technical data,
suggestions,  proposals,  know-how and show-how, concepts,  expressions or other
developments  whatsoever or any interest  therein  (whether or not patentable or
registrable  under  copyright,  trademark  or  similar  statutes  or  subject to
analogous protection) made, authored, devised, developed, discovered, reduced to
practice,  conceived  or  otherwise  obtained by the  Executive  ("Inventions"),
solely or jointly with others,  during the course of the Executive's  employment
with the  Company  which (a) are  related to the  business of the Company or the
Group, any of the products or services being researched, developed, distributed,
manufactured,  licensed or sold by the Company or the Group, or the demonstrably
anticipated  products  or  services  of the Company or the Group or which may be
used in relation with any of the foregoing or (b) result from tasks  assigned to
the Executive by the Company or Supervising Persons; and (ii) any Invention made
using the time,  materials or  facilities  of the Company or the Group,  even if
such Invention does not relate to the business of the Company or the Group.  The
determination  as to whether an  Invention  is  related to the  business  of the
Company or the Group shall be made solely by an authorized representative of the
Company.  The  "business of the Company or the Group" as used in this Section 14
includes the actual business currently conducted by the Company or any member of
the Group,  as well as any  business in which the Company or any other member of
the Group  demonstrably  proposes to engage during the  Employment  Period.  The
Executive agrees that all such Inventions  listed above and the benefits thereof
are and shall  immediately  become the sole and absolute property of the Company
from  conception,  as "works made for hire" (as that term is used under the U.S.
Copyright  Act of 1976, as amended) or  otherwise.  The Executive  shall have no
interest in any  Inventions.  To the extent that title to any  Inventions or any
materials  comprising or including any Invention  does not, by operation of law,
vest in the Company, the Executive hereby irrevocably assigns to the Company all
of the Executive's right,  title and interest,  including,  without  limitation,
tangible and intangible rights such as patent rights, trademarks and copyrights,
that the  Executive  may  have or may  acquire  in and to all  such  Inventions,
benefits and/or rights resulting  therefrom,  and agrees promptly to execute any
further specific assignments related to such Inventions,  benefits and/or rights
at the request of the Company. The Executive also hereby assigns to the Company,
or waives if not assignable, all of the Executive's "moral rights" in and to all
such Inventions, and agrees promptly to execute any further specific assignments
or waivers related to moral or other rights at the request of the Company.

              (b) The Executive agrees to assist the Company  (including without
limitation,  signing all documents and supplying all information  such as disks,
code,  print  outs and  descriptions  that the  Company  may deem  necessary  or
desirable)  without  charge for so long as the  Executive  is an employee of the
Company and for as long  thereafter  as may be necessary  (but at the  Company's
expense,  including  consulting  fees at the  same  rate as the last  salary  in
effect,


<PAGE>


if the Executive is no longer an employee of the Company): (1) to apply, obtain,
register and renew for, and vest in, the  Company's  benefit  alone  (unless the
Company otherwise directs),  patents,  trademarks,  copyrights,  mask works, and
other  protection  for  such  Inventions  in  all  countries,  and  (2)  in  any
controversy or legal  proceeding  relating to Inventions.  In the event that the
Company is unable to secure the Executive's signature after reasonable effort in
connection  with any patent,  trademark,  copyright,  mask work or other similar
protection relating to an Invention, the Executive hereby irrevocably designates
and  appoints  the Company and its duly  authorized  officers  and agents as the
Executive's agent and attorney-in-fact, to act for and on the Executive's behalf
and stead to execute and file any such  application and to do all other lawfully
permitted acts to further the prosecution  and issuance of patents,  trademarks,
copyrights,  mask works or other similar  protection thereon with the same legal
force and effect as if  executed  by the  Executive.  The  Executive  agrees and
understands that compliance with the covenants and agreements  contained in this
Section 14 is not  conditioned  upon the  payment of any  additional  or special
consideration.

              (c) The  obligations of this Section 14 shall continue  beyond the
termination of this Agreement and the  Executive's  employment with the Company,
whether or not the Inventions are  patentable or  registrable  under  copyright,
trademark or similar statutes or subject to analogous  protection,  if conceived
or made by the Executive during the Employment  Period and shall be binding upon
the  Executive  and his  assigns,  executors,  administrators  and  other  legal
representatives.  For purposes of this Agreement,  any Invention relating to the
business  of the  Company  or the Group upon which the  Executive  files  patent
applications  or seeks analogous  protection or which is otherwise  disclosed to
the Company within one year after the  termination  of this  Agreement  shall be
presumed to relate to an Invention  conceived by Executive during the Employment
Period,  subject  to proof  to the  contrary  by good  faith,  written  and duly
corroborated  records establishing that such Invention was conceived and made by
the Executive  after  termination  of his  employment by the Company and that no
Confidential  Information  was  utilized  by  Executive  with  respect  to  that
Invention.

         15.  Extraordinary  Relief. The Executive  acknowledges and understands
that the  provisions  of Sections 12, 13, 14 and 17 of this  Agreement  are of a
special  and  unique  nature  that  are  reasonably  necessary  to  protect  the
legitimate  business interests of the Company and the Group, the breach of which
would cause the Company and/or the Group  irreparable  injury,  and which cannot
adequately  be  compensated  for in damages by an action at law.  The  Executive
further  acknowledges  that the  restrictions  set forth in  Section 13 will not
prevent the Executive form earning a livelihood during the Restricted Period. In
the event of a breach or threatened  breach by the Executive of any provision of
such Sections,  the Company or the Group may seek an injunction  restraining the
Executive  from such actual or threatened  breach,  and shall not be required to
post a bond or to prove that  irreparable  injury  would result from the alleged
breach of the aforesaid Sections. Nothing contained herein shall be construed as
prohibiting   the  Company  or  the  Group  from  pursuing  any  other  remedies
(including,  without limitation, an action for damages) available for any actual
or threatened breach of this Agreement, and the pursuit of any injunction or any
other remedy shall not be deemed an exclusive election of such remedy.  Further,
in addition  to any other  rights or  remedies  available  to the Company or the
Group, in the event that the Company makes a good faith  determination  that the
Executive  breached  his  obligations  under  Sections  12,  13,  14 or 17,  any
outstanding  obligations of the Company hereunder shall  immediately  terminate.
The    restrictions   and   limitations    herein   regarding    non-disclosure,
non-solicitation,  non-disparagement  and inventions are in addition to, and not
in   derogation   of,   applicable   law   with   respect   to   non-disclosure,
non-solicitation, non-competition and inventions in general. All time periods in
this  Agreement  shall be computed by excluding


<PAGE>


from such computation any time during which the Executive is in violation of any
provision  of this  Agreement  and any time during which there is pending in any
court of competent  jurisdiction or arbitration  forum any action (including any
appeal from any final judgment) brought by any person, whether or not a party to
this  Agreement,  in which  action the Company or the Group seeks to enforce the
agreements and covenants in this  Agreement or in which any person  contests the
validity of such  agreements and covenants or their  enforceability  or seeks to
avoid their performance or enforcement which is determined adversely against the
Executive or such other party.

         16. Assistance in Litigation.  Executive shall, upon reasonable notice,
furnish such  information and proper  assistance to the Company and the Group as
it may reasonably  require,  at the expense of the Company and the Group,  which
shall include  consulting  fees at the rate of the  employee's  last salary,  in
connection  with any  litigation  in which it is, or may become,  a party either
during or after the Employment Period.

         17. No Disparagement.
             ----------------

              (a) The Executive  shall not,  except in  connection  with a legal
proceeding or order (including a proceeding  relating to this  Agreement),  from
and after the date hereof,  regardless of the  expiration or termination of this
Agreement,  make any (i)  statement to any person or entity which has a business
relationship  with the  Company or the Group or (ii) public  statement,  in each
instance, that criticizes, ridicules, disparages or is derogatory of the Company
or the Group,  or any of their  respective  stockholders,  investors,  officers,
directors, agents or employees or any of their products, services or procedures,
whether or not such disparaging or derogatory statements are true.

              (b) The Company and the Group shall not, except in connection with
a legal proceeding or order (including a proceeding relating to this Agreement),
from and after the date hereof,  regardless of the  expiration or termination of
this  Agreement,  make any (i)  statement  to any  person or entity  which has a
business relationship with the Company or the Group or (ii) public statement, in
each instance,  that criticizes,  ridicules,  disparages or is derogatory of the
Executive, whether or not such disparaging or derogatory statements are true.

              (c)  The   provisions   of  this  Section  17  shall  survive  the
termination of this Agreement and the Executive's employment hereunder.

         18.  Notices.  All  notices,  claims,  certificates,  demands and other
communications  hereunder shall be in writing and sent by facsimile transmission
or e-mail, by  nationally-recognized  overnight  courier,  delivered  personally
against  receipt,  or mailed (by  registered or certified  mail,  return receipt
requested and postage prepaid), as follows:


<PAGE>


                  if to the Executive, to:

                  Ronald Munkittrick
                  Ramp Corporation
                  33 Maiden Lane
                  5th Floor
                  New York  NY  10038

                  The address as provided by the Executive to the Company,  with
         a copy to such  person or entity as the  Executive  shall  from time to
         time request by notice to the Company;

                  if to the Company:

                  Ramp Corporation
                  33 Maiden Lane 5th Floor
                  New York, NY 10038
                  Tel: (212) 440-1500
                  Fax: (509) 757-4801
                  Attention: Andrew Brown

or to such  other  address  as the party to whom  notice is to be given may have
furnished to the other party in writing in accordance herewith.  Any such notice
or  communication  shall be  deemed to have  been  delivered  (a) in the case of
personal  delivery,  on the date of such  delivery,  (b) in the case of  courier
delivery,  upon receipt of confirmation of delivery, (c) in the case of telecopy
transmission or e-mail,  upon confirmation of receipt by hardcopy and (d) in the
case of mailing, on the fifth business day following posting.

         19.  Entire  Agreement;  Severability.  This  Agreement  and the  other
writings  referred  to herein or  delivered  pursuant  hereto  which form a part
hereof  contain  the entire  agreement  among the  parties  with  respect to the
subject matter hereof and supersede all prior and contemporaneous  arrangements,
agreements or understandings  (whether written or oral) with respect thereto. In
the event that any one or more of this  provisions  contained in this  Agreement
shall be deemed by a court of competent  jurisdiction or arbitration panel to be
unenforceable  in any respect,  then such provision  shall be deemed limited and
restricted to the extent that the court or  arbitrator  shall deem the provision
to be enforceable.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
hereof

         20.  Successors  and Assigns;  Assignment.  The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the Company and
the Executive and their  successors  and permitted  assigns.  This  Agreement is
personal in its nature and neither party may assign or transfer  this  Agreement
or any rights or obligations  hereunder,  except that the Company shall have the
right to assign its rights hereunder to another member of the Group.

         21. Governing Law. Any and all actions or controversies  arising out of
this Agreement or the Executive's  employment,  including,  without  limitation,
tort claims,  shall be governed by and construed in accordance  with the laws of
the State of New York without  giving  effect to the  principles  of conflict of
laws.


<PAGE>


         22.  Arbitration.  Except with respect to either  party's right to seek
injunctive and other equitable relief (including, without limitation, to enforce
the provisions of Sections 12, 13, 14 and 17), in  consideration  of the Company
employing  Executive or continuing to employ  Executive and the mutual  promises
set forth herein,  Executive and the Company agree, for themselves and for their
representatives,  successors, and assigns, that any controversy or claim arising
out of or relating to this  Agreement,  its  enforcement or  interpretation,  or
because of an alleged breach,  default, or  misrepresentation in connection with
any of its  provisions,  or arising out of or relating in any way to Executive's
employment  with  Company or  termination  thereof,  shall be  submitted  to and
settled by final and binding  arbitration in New York, New York, before a single
arbitrator, in accordance with the procedures required under New York law.

              (a) To the extent not  inconsistent  with law, the following  will
govern any arbitration hereunder:

                  (i) The  National  Rules  for  the  Resolution  of  Employment
Disputes of the American Arbitration  Association will apply. The arbitrator may
award any form of remedy or relief  (including  injunctive  relief)  that  would
otherwise be available in court,  consistent  with  applicable  laws.  Any award
pursuant to said  arbitration  shall be accompanied by a written  opinion of the
arbitrator  setting  forth the reason for the award.  The award  rendered by the
arbitrator shall be conclusive and binding upon the parties hereto, and judgment
upon the award may be entered,  and  enforcement  may be sought in, any court of
competent jurisdiction.

                  (ii) The Company  shall bear the costs of the  arbitrator  and
forum fees and each party shall bear its own  respective  attorney  fees and all
other  costs,  unless  otherwise  required  or allowed by law and awarded by the
arbitrator,  provided further that if any matter of dispute raised by a party or
any defense or objection thereto was unreasonable, the arbitrator may assess, as
part of the  arbitration  award,  all or any  part of the  arbitration  expenses
(including  reasonable  attorney's  fees) of the other party and the arbitration
fees against the party raising such unreasonable matter of dispute or defense or
objection thereto.

              (b) This  pre-dispute  resolution  agreement  covers  all  matters
directly  or  indirectly  related to  Executive's  recruitment,  employment,  or
termination of employment by the Company, including, but not limited to, alleged
violations  of Title VII of the Civil Rights Act of 1964,  sections 1981 through
1988 of Title 42 of the United States Code and all amendments thereto,  Employee
Retirement   Income  Security  Act  of  1974   ("ERISA"),   the  Americans  with
Disabilities Act of 1990 ("ADA"),  the Age  Discrimination  in Employment Act of
1967 ("ADEA"), the Older Workers Benefits Protection Act of 1990 ("OWBPA"),  the
Fair  Labor  Standards  Act  ("FLSA"),  the  Occupational  Safety and Health Act
("OSHA"),  the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"),
the New York Human Rights Laws,  the New York City Human Rights Laws,  the Texas
Commission on Human Rights Act, the Utah Anti-Discrimination Act and any and all
claims under federal, state, and local laws against employment discrimination or
otherwise  pertaining to the Executive's  employment or termination thereof, but
excluding Worker's Compensation Claims.

              (c) In the event that either  party  files,  and is allowed by the
courts to  prosecute,  a court action  against the other,  the plaintiff in such
action agrees not to request, and hereby waives such party's right to a trial by
jury.

              (d) THE EXECUTIVE  AND THE COMPANY  UNDERSTAND  THAT,  ABSENT THIS
AGREEMENT, THEY WOULD HAVE THE RIGHT TO SUE EACH OTHER

<PAGE>


IN COURT AND THE RIGHT TO A JURY  TRIAL,  BUT, BY THIS  AGREEMENT,  THEY GIVE UP
THOSE RIGHTS AND AGREE TO RESOLVE ANY AND ALL GRIEVANCES BY ARBITRATION.

         23.  Waivers.  The  provisions  of this  Agreement  may not be  waived,
temporarily or permanently,  except pursuant to a writing  executed by the party
against whom enforcement of such waiver would be sought. The waiver by any party
of a breach of this  Agreement  shall not operate or be construed as a waiver of
any subsequent breach.

         24.  Amendments;  Modifications.  The  terms  and  provisions  of  this
Agreement may not be modified or amended  without the written  agreement of each
of the parties.

         25.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  and each  such  counterpart  shall be  deemed  to be an  original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.  Delivery of an executed counterpart by facsimile shall be equally as
effective as delivery of an manually executed counterpart.

         26.  Headings.  The section and  paragraph  headings  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meanings or interpretations of this Agreement.

         27. Survival. The representations, warranties, covenants and agreements
of the parties hereto shall survive any cancellation,  termination,  rescission,
amendment,  modification  or expiration of this Agreement and any termination of
the Executive's employment with the Company for any reason.

         28. Indemnification. The Executive shall be entitled to indemnification
in his  capacity  as an officer  of the  Company as  provided  in the  Company's
organizational documents and applicable law.

         29.  Executive's  Ability to Contract  for the Company.  The  Executive
shall not have the right to make any contracts or  commitments  for or on behalf
of the Company or the Group, to sign or endorse any commercial paper, contracts,
advertisements,  or  instrument of any nature,  or to enter into any  obligation
binding the Company or the Group to the payment of money or otherwise, except to
the extent  Executive is so authorized in writing by a Supervising  Person or by
resolution of the Company's Board of Directors.

         30. Executive's Representations.  The Executive represents and warrants
that:  (i) the  Executive  has the legal  capacity to execute  and perform  this
Agreement;  (ii) this  Agreement  is a valid and binding  agreement  enforceable
against the  Executive  according to its terms;  (iii) the  Executive is free to
enter into this Agreement and to perform each of its terms and  covenants;  (iv)
the Executive is not restricted or prohibited,  contractually or otherwise, from
entering into and performing this Agreement,  (v) the Executive's  execution and
performance  of this  Agreement  is not a  violation  or a breach  of any  other
agreement  or  understanding  to which the  Executive is a party or by which the
Executive may be bound; and (vi) the Executive shall not disclose to the Company
or any member of the Group or induce  the  Company or any member of the Group to
use any secret or  confidential  information  belonging  to  others,  including,
without  limitation,  the Executive's former employers.  The Executive agrees to
indemnify and hold the Company and the Group harmless from any and all costs and
expenses,  including attorney's fees, incurred by the Company and the Group as a
result of any breach by  Executive of the  representations  and  warranties  set
forth in this Section 30.


<PAGE>


         IN WITNESS  WHEREOF,  the parties have duly executed and delivered this
Employment Agreement the date first above written.

                                        Ramp Corporation

                                        By:
                                           -------------------------------------
                                             Name:    Andrew Brown
                                             Title:   Chairman and C.E.O.



                                        EXECUTIVE



                                        ----------------------------------------
                                        Name: Ronald Munkittrick

Source: OneCLE Business Contracts.