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: ________________________