Exhibit 4.20
FEE PAYMENT AGREEMENT
THIS FEE PAYMENT AGREEMENT, dated as of August 20, 2004 (this
"Agreement"), is by and between Ramp Corporation, a Delaware corporation
("Company"), having an address at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and
Jenkens & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, a New York limited liability partnership
(the "Firm"), having an address at The Chrysler Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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 periods ended June 30, 2004 and July 31, 2004 (the "Outstanding
Invoices") in connection with such matters in the amount of $167,981.32;
WHEREAS, the Company desires to make payment of the Outstanding
Invoices 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 one-third of the Outstanding
Invoices in cash and two-thirds of the Outstanding Invoices in shares of common
stock, par value $.001, of the Company, and the Firm is willing to accept such
payment of the Outstanding Invoices, 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 Firm hereby agree as follows:
1. Payment in Stock. The Company shall issue an aggregate of 4,000,000 shares of
common stock, par value $.001 per share (the "Shares"), to ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇,
Esq., an accredited investor and a partner at the Firm in payment of services
rendered by the Firm in connection with the representation of the Company with
regards to general corporate and securities matters for the period ending
through July 31, 2004 and for services to be rendered thereafter (the
"Transaction Matters"). One-third of the balance of the unpaid Outstanding
Invoices owed to the Firm shall be paid in cash and the remaining two-thirds of
the balance of the Outstanding Invoices owed to the Firm shall be paid in
Shares. The Company agrees that if the sale of the Shares by the Firm results in
net cash proceeds to the Firm that is less than the Outstanding Invoices owed or
any future balances owed to the Firm in connection with the Transaction Matters,
the Company shall pay the Firm an amount of cash so that the net cash proceeds
from the sale of such Shares together with such cash payment shall equal the
Outstanding Invoices owed or any future balance owed to the Firm in connection
with the Transaction Matters. The issuance of the Shares and the effectiveness
of this Agreement is conditioned upon the effectiveness of a registration
statement on Form S-3 covering the Shares which registration statement shall be
filed by the Company with the Securities and Exchange Commission. The Company
covenants and agrees to prepare and file the Form S-3 on or before August 20,
2004.
2. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. All the terms of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective assigns of the parties hereto, whether so expressed or not.
This Agreement embodies the entire agreement and understanding among the parties
hereto relating to the subject matter of this Agreement. All notices from any
party to this Agreement shall be mailed or delivered to the other party to the
address set forth in the preamble to this Agreement. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
RAMP CORPORATION
By:_________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer
JENKENS & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
By:_________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Partner
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