Exhibit 10.45
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                   AMENDMENT NO. 2 TO THE SECURITIES PURCHASE
                  AGREEMENT TRANSACTION DOCUMENTS BETWEEN RAMP
              CORPORATION, DKR SOUNDSHORE OASIS HOLDING FUND LTD.,
             HARBORVIEW MASTER FUND LP AND PLATINUM PARTNERS VALUE
               ARBITRAGE FUND FOR THE PURCHASE OF THE CONVERTIBLE
            DEBENTURES, DUE DECEMBER 1, 2005, COMMON STOCK PURCHASE
                   WARRANTS AND ADDITIONAL INVESTMENT RIGHTS

         This Amendment No. 2 ("Amendment"), dated as of April 12, 2005, is made
to that  certain  Securities  Purchase  Agreement  (as  amended,  the  "Purchase
Agreement")  dated as of March 31, 2005 among Ramp  Corporation (the "Company"),
DKR  Soundshore  Oasis  Holding  Fund Ltd.  ("DKR"),  Harborview  Master Fund LP
("Harborview")  and Platinum  Partners  Value  Arbitrage Fund  ("Platinum",  and
collectively,  DKR,  Harborview  and Platinum  shall be referred to herein as, a
"Purchaser" and collectively as, the  "Purchasers"),  as amended by that certain
Amendment  No. 1 to the Purchase  Agreement,  dated as of March 31, 2005 for the
purchase of the 8%  Convertible  Debentures,  due December 1, 2005 issued to the
Purchasers (the "Debentures"),  the Common Stock Purchase Warrants issued to the
Purchasers (the "Warrants") and Additional Investment Rights (the "AIR") granted
to the Purchasers.  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.

         For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, the parties hereby agree as follows:

     1.  Waivers and Consents.  The Company  agrees to use best efforts to cause
         the  meeting  for  Shareholder  Approval  to  be  obtained  and  deemed
         effective on or before Monday, May 2, 2005.

     2.  Disposition  of  Liquidated   Damages.   The  Company  shall  file  the
         Registration Statement by, and liquidated damages that otherwise accrue
         to the Purchasers  after April 1, 2005 shall be tolled until Wednesday,
         April 13, 2005. If the Company fails to file the Registration Statement
         on or before  Wednesday,  April 13, 2005, each Purchaser shall have the
         right,  severally and not jointly with the other  Purchasers,  within 5
         Trading Days of written notice to the Company and without  prejudice to
         any of such Purchasers other rights and the Company's obligations under
         the  Transaction  Documents,  not to purchase the Securities  otherwise
         required to be purchased by such Purchaser on the Second Closing Date.

     3.  Filing  of Form  8-K.  Within 3 Trading  Days of the date  hereof,  the
         Company shall file a Current Report on Form 8-K disclosing the material
         terms of this  Amendment  and  attaching  this  Amendment as an exhibit
         thereto.

     4.  Effect on Purchase Agreement.  Except as expressly set forth above, all
         of the terms and conditions of the Purchase Agreement,  the Debentures,
         the Warrants and the AIR shall  continue in full force and effect after
         the execution of this  Amendment,  and shall not be in any way changed,
         modified or superseded by the terms set forth herein.






5.       Definitions.  Capitalized  terms not otherwise  defined herein have the
         meanings given to such terms in the Purchase Agreement, the Debentures,
         the Warrants and the AIR.

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         Executed  as of  April  12,  2005 by the  undersigned  duly  authorized
representatives of the Company and Purchasers:

RAMP CORPORATION                          DKR SOUNDSHORE OASIS HOLDING FUND LTD.

By: ____________________________          By: ____________________________
      Name:                                     Name:
      Title:                                    Title:


HARBORVIEW MASTER FUND LP                 PLATINUM PARTNERS VALUE ARBITRAGE FUND

By: ____________________________          By: ____________________________
      Name:                                     Name:
      Title:                                    Title:





















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